Phoenix of the Web
by HandAssassinSpider-man
Summary: The Phoenix Force was supposed to bond with Hope when it returned to Earth but a third party thought differently and intervened, greatly altering events to come. Now Peter finds himself imbued with the power of the Phoenix and has no idea what to do now. Does he give into the dark urges it brings out or does he try to use this great power responsibly? Time will tell...
1. Chapter 1

Basically, Peter becoming the host of the all-powerful Phoenix Force, what more can a person want? The idea came to me after I read through this comic that had Spider-man joining forces with Excalibur back in the day and for a moment it showed Spider-man empowered with the Phoenix and I thought, whoa…this is even cooler than gaining the Uni-Force

This will pick up during the big fight on the moon during the whole X-men vs Avengers event

Also quick note I'm really only posting this to see if it will show up or not because lately this weird thing keeps happening where I try to update a story and it does but it shows this weird error message thing. The story gets updated but it doesn't send out a notice or anything or show it's been updated when it has. It's happened with The Ultimate Inhuman Spider and Family to the End, anyone know why's that?

Disclaimer: I don't own any Marvel characters seen, mentioned or used in this story

* * *

In the far reaches of space stood a man, gazing out in the vast expanses of space and watching the distant galaxies, nebulas and comets trail by him. He stood around 6'1 and was dressed in an all-white suit with combed black hair and glowing blue-ish white eyes that screamed power unrivaled, just being in his vicinity would give you that impression he was not a being to be crossed, let alone challenged

This was the Beyonder, an extremely powerful cosmic being that very, very few, like counted on one hand, few that could be rivaled by anyone in this universe and the several dozen around it throughout the Multiverse

And right now, the all-powerful, all seeing, almost all knowing Beyonder was…bored

"Hmmm what to do, what to do…" the Beyonder said as he cupped his chin and glanced out into the universe to see what was going on, specifically on Earth

After a few moments of seeing the current state of things on the little mud ball of a world that he's taken a fancy to on many occasions, the Beyonder prepared to pull out and give the Kree home world a look after seeing that things seemed fairly dull at the moment before his near infinite gaze settled on New York City…on Spider-man…

"Ah the Spider…one of my favorite individuals in the Multiverse" the Beyonder said with a grin as he watched the wall crawling hero battle one of his enemies that called himself the Shocker

The cosmic entity watched the battle with a fond smile, he always did enjoy watching the man acting all heroic, even if he personally thought the man was an idealistic fool, but hey he makes up for it with his admirable determination, his Adamantium like will and well, being able to somehow defy and even beat the odds when not even some of the most powerful beings on Earth could

Like with the Juggernaut…or Firelord…or recently one of the Serpents worthy when they took possession of the Thing of the Fantastic Four

"Hmm and all of that with just the proportionate strength of a spider…" the Beyonder mused thoughtfully before his mind began to wander and he suddenly detected something very interesting moving through the cosmos "Oh what's this?"

He followed the feeling to a distant part of the universe and came face to face with the Phoenix Force itself, wandering aimlessly through space for the moment, not yet knowing what it wanted. The cosmic powerhouse suddenly came to a complete stop and glanced right towards the Beyonder with a piercing stare that he would admit caused him to tense in slight fear, he isn't sure who would win if the two came to blows but the fallout would be undeniable

Galaxies would burn in the insuring conflict that calling it Biblical wouldn't be doing it justice

The two cosmic beings, separated by millions of lightyears held each other's gaze before the Beyonder pulled back and found himself back on the distant moon he was on earlier. The being stood there for what felt like weeks when it was only days, he could still sense the Phoenix watching him, not that he cared at the moment before he briefly glanced back at earth…at Spider-man…

It was than an interesting thought came to his mind, one that will either come to be his greatest mistake or perhaps his best work yet "Hmm he's been able to accomplish much with the power he has now…but what would he be able to do if he had a little… 'fire' power?"

The Beyonder began to chuckle as he suddenly appeared before the Phoenix force itself, causing the ancient entity to stare down at the man with an unreadable expression

"Oi flamey, how would you like to help me with something and in return get possibly the perfect avatar for your power?" the Beyonder called out to the living embodiment of psionic energy in the universe

The Phoenix stared at the Beyonder for some time, mentally debating what to do with this strange but unbelievably powerful being. After some time passed it quirked it's head to the side in interest, causing the Beyonder to grin wildly

"Ohh this is gonna be good!"

…

Several weeks later…blue area of the Moon

Peter thinks it's safe to say that things have pretty much gone sideways in the worse way possible. First it was discovered that the Phoenix Force was coming back to earth to claim it's new host in the form of Hope Summers. Second when the Avengers tried to place the girl into protective custody, something he thinks that Rogers could have done a better job at conveying without sounding too harsh, Cyclops went crazy and had the X-men fight the Avengers in an admittedly cool fight. Then Hope more or less disappears after Wolverine tries to kill her, something he was against, only to re-emerge on Blue area of the Moon with the help of Wolverine ironically enough after Rogers tossed him at the back of a Quinn Jet because he couldn't trust Logan to not kill the kid. Thankfully the Canadian mutant doesn't hold grudges or it was all some very elaborate plan by the two to get Hope before Cyclops could, either way it worked

' _And now here I am with Captain America, Red Hulk, Wolverine, Black Widow, Hawkeye Iron Man and Giant Man to try and stop Hope from letting the Phoenix Force take her because for some reason she thinks she can succeed where even Jean Grey of all people pretty much failed'_ Peter thought as he watched Cyclops who arrived with Emma, Magik, the new Juggernaut aka Colossus or well former Colossus and Namor the Submariner and ruler of Atlantis blast Wolverine away from Hope

It was than Peter saw something in the sky racing towards the group as his spider-sense began to tingle "Uh guy there's…"

"Avengers please step away from the girl" Cyclops said calmly after he just blasted Wolverine after arriving here thanks to Magik's portals

"Not going to happen Summers" Captain America argued "Take your X-men back home!"

"No seriously guys we have a-" Peter started only to be drown out again

"Sure, but not without Hop-"

"HEY THERES A FAST FLYING OBJECT COMING TOWARDS US!" Peter screamed at the two superhero groups just as Iron Man looked up

"HOLY- LOOK OUT!" the iron Avenger screamed as the object struck into the moon, causing it to shake from the impact alone

"Oh no…" Hawkeye said as the dust began to clear to show it was a badly wounded Thor who had crashed down

"Oh that's so not good…Thor buddy, you okay?" Peter said as he ran down to check on the injured god of thunder who was starting to stir

Thor glanced at Peter before shakily pointing up towards the sky "We tried out best to slow it down…"

It was than Peter, the Avengers and X-men looked up to see a massive cosmic fire bird that had the appearance of some sort of raptor, it's wings extended as it looked down on the two groups of heroes with an unreadable expression as it hovered several hundred feet above them, blanketing the entire Blue Are of the moon in it's cosmic fire light

But what really set Peter off about this whole thing aside from the fact the Avengers and X-men were now back to fighting each other, seriously giant cosmic fire bird here, was that said cosmic fire bird was looking right at him

"Uhhh…Polly want a cracker?" Peter squeaked as the avatar of all life to be born and rebirth seemingly gazed into his very being

Meanwhile Hope Summers, the Mutant messiah was struggling to control the power coursing through her thanks to the close proximity of the Phoenix "Please stop…"

She watched as the Avengers and the X-men tore into each other as they fought over her, one side hoping she bonds with the giant flaming cosmic bird above her and somehow save the Mutant species that's now next to extinct because of the actions of Scarlet Witch while the other side was trying to stop that from happening for fear that she'll lose control and well…bye bye earth

Hope gripped her pain as the energy continued to course through her "I said… **STOP**!"

She suddenly released a powerful shockwave of cosmic energy that threw both groups back in surprise as cosmic flames began to forge around them form both Hope and the Phoenix's presence

"This is not how I thought my day would go…" Peter said as he helped Thor out of the crater he made

"Nor I man of Spiders" Thor wheezed out in pain as bits of his burnt armor fell off him

"UGH dude it's Spider-man, I mean even Hulk is starting to call me that!" Peter whined as he tried to ignore the fact the Phoenix kept it's all powerful gaze on him…seriously it was really starting to creep him out

"Man of spiders…there's something you and the others must know" Thor said as he glanced at the Phoenix Force with a grim expression

"What's that Thor?" Peter asked as the sudden sense of foreboding hit him like a train and he's been hit by one…or ten

"The Phoenix Force…it's not acting alone in this" Thor said as he let out a pain groan

"What?" Peter said in surprise

The Phoenix was working with someone? First of all, who and second of all and most importantly why?

It was than Peter saw Stark fly by in the weapon that he made to hopefully destroy the Phoenix Force. To the Queens born vigilante it looked like the bigger version of the Hulkbuster armor with a giant canon looking thing on the front

"Why don't I feel confident this will work?" Peter said as he helped Thor sit down and looked over to see that the rest of the Avengers that were with Thor to try and slow down the Phoenix Force arrive and regroup with the Steve's people while said man tried to reason with Cyclops himself

"Cyclops… Scott we don't have much time. You have to stop this!" the patriotic man pleaded towards the leader of the X-men who was slowly approaching Hope "Step away from the girl Scott. We have to get her out of here. Time to be a leader son. Don't fall sway to all this madness"

Cyclops glared at the leader of the Avengers "Madness? I'm trying to save my race. You're trying to snuff us all out. None of you understands this thing like I do. None of you knows this girl like me"

It was than Scott's X-men regrouped behind him as he continued "This was all meant to happen. Hope and the Phoenix are meant to be together…and you can't stop it!"

It was than Peter and Thor both heard a voice speak up behind them "Man, and here I thought Magento thought highly of himself"

Both man and god turned to see the Beyonder himself standing there with a grin on his face

"Beyonder?" Peter said in surprise at the appearance of the cosmic powerhouse while Thor growled

"Take care Man of Spiders, this man aids the Phoenix force!" Thor said as he tried to get up only for the Beyonder to suddenly appear before the Nordic deity and backhand him away and right into a surprised Valkyrie

"Yeah I think me being here kind of clued him in mister Thor" Beyonder said with a smirk before he glanced up at Stark and saw him about to fire his weapon while catching a punch from Spider-man before pushing back a few meters with little effort "Oh can't have that now, can we?"

He suddenly reached out and ensnared Star's armor with an invisible grip before yanking the man back down to the moon

"Wha- HEY WHOAAA!" Stark yelled in surprise as his armor slammed not too far away from both hero groups "…Ow…"

The Avengers and X-men turned to see the Beyonder standing there with a grin on his face before he glanced back up at the Phoenix "Well I up held my end of the deal, now uphold yours!"

The Phoenix let out an unearthly screech before it suddenly shot towards Peter whose eyes widened in complete shock while the rest looked on in complete and utter shock

"Oh butter biscuits with a side of my aunt's special spicy gravy…"

The cosmic bird slammed into Peter's form in a fiery cosmic explosion, sending the man flying back several hundred meters as the two began to merge. Peter let out a pained scream as it felt like his body was being torn apart and lit on fire at the same time, which depending on who you ask, it was

' _This…this is not how I thought my day would go!_ ' Peter mentally screamed as he felt the Phoenix Force make it's way inside to his very being and began to merge with him

"Spider-man!" Ms. Marvel screamed in horror as she raced after the man she loved only to be stopped by the Beyonder who grabbed her heel and threw her back towards the assembled heroes

"Sorry, but can't risk you interrupting the whole bonding process thing" the Beyonder said with a carefree shrug before Captain America's shield slammed into his face

The cosmic being wasn't even fazed but it did cause him to grab the metal disk off the ground and glance at Captain America with an incredulous look

"Did you just throw your shield at me!?"

"…Yes" Steve said with narrowed eyes at the god like being who stared at the first Avenger for a moment before nodding

"Just checking…" the Beyonder said before he suddenly threw the shield towards the earth "Have fun getting it out of the Pacific!"

"I don't understand…" Cyclops said in complete disbelief "This…this wasn't supposed to happen…"

The Beyonder glanced at Cyclops with a bored look "Oh what you expected the girl there to become one with the Phoenix and somehow save your kind from extinction?"

"YES!" Cyclops yelled in rage

"Yeah well that's what you get for assuming, sides if you ask nicely I'm sure Spider-man won't mind helping you restore your people…after he's done painfully an violently merging with the Phoenix itself" the Beyonder said as he glanced over towards a large fifty foot tall dome of cosmic fire in the distance and let out a whistle of approval "Man, that's really gotta hurt-"

"YOU MOTHER FUCKER!" Carol shouted in rage as she suddenly rammed her fist into the Beyonder's face, knocking him back more out of surprise than pain

The Beyonder cupped his chin "Huh, that almost tickled, impressive my little Kree hybrid"

Carol let out a roar of rage as she suddenly blasted the cosmic being with every ounce of Photon energy she had left at point blank range. The sheer force of the blast caused the entire moon to shake and the Avengers and X-men to stumble back from the power being unleashed by the very enraged woman. After several long tense moments, the Photon blast died down and a tiered barley standing Carol was greeted to the sight of an unscathed Beyonder who began to slowly clap in amusement

"Very impressive…won't lie if you were Binary when you did that, it would have actually hurt a little" The Beyonder said before the Red Hulk suddenly sucker punched him in the face, causing the white clad being to stumble back a few steps followed by Thor's hammer slamming into his chest and sending him back several dozen meters before the Beyonder smacked the hammer away and grabbed another punch from Red Hulk and slammed him into the ground

"Avengers assemble!" Steve yelled as he raced towards the two fighting powerhouses while the X-men watched on

"Scott what do we do now?" Emma asked her lover who was till kneeling on the ground with a blank expression on his face

Namor saw this and rolled his eyes "We fight the being who ruined our plans to rebuild our race, what do you think?"

The then flew off towards the battle that was largely going in the Beyonder's favor followed quickly by Colossus-Juggernaut and his sister Magik. Hope let out a pained grown as she rubbed her head and looked towards the distant dome the Phoenix created as it began to merge with Spider-man

"Did…did I just get traded up?" the young girl said with some relief and confusion mixed together

"Pretty much" Logan said as his skin finally finished healing and he glanced at Cyclops who was still gazing at the ground "Well Summers, you got what you wanted. The Phoenix bonded with someone after all…it just wasn't Hope"

He then began to make his way towards the dome that his friend was in, praying to every god he's met and knows about that the little chatter box was alright.

"Christ kid, always have to make things difficult don't you" Logan sighed as looked to see the Avengers and half the X-men here were being slowly beaten back by a bored looking Beyonder

"Look guys, if you want I can let you go get some of your actual powerhouses so you can make this somewhat interesting" the Beyonder said as he teleported behind Colossus and blasted him away with an energy beam right into Red Hulk before he made himself intangible as Magik's sword passed through his form

The living sentient cosmic cube glanced at the surprised girl before he snatched her sword from her grip and smacked her away "Thank you…"

He then twirled the blade in his hands before suddenly slashing Namor across the chest before kicking him into Black Widow and Ironman who had rejoined the fray. He prepared to press his attack on the two when Captain America appeared in front of him and sent a punch right into the god like being's face.

The blow didn't even so much as faze the Beyonder as he stared at Rogers for a moment before sighing "You know, you're no fun without that shield of yours, I'm half tempted to bring it back if for nothing else it looks cool how you can bounce it off so many things at impossible angles"

"I also look cool at keeping you distracted!" Steve said before suddenly the Beyonder was grabbed into a headlock by Colossus

The Beyonder made a sound of slight discomfort before he praised the sword he was holding and prepared to stab it through him and into the current avatar of Cyttorak before it was knocked out of his hands by Thor and his other arm was grabbed by Red Hulk

The Beyonder began to fight back when suddenly a portal was opened up beneath him by Magik and he was pushed through it by the three powerhouses. The Beyonder tried to get out but a blast to the face by Carol caused him to flinch in response and allow Magik to close the portal shut with a heavy sigh

"Where'd you sent him?" Piotr asked his little sister

"Limbo…not that it'll hold him forever…or even a minute" the young girl said as she picked up her sword

"I don't think we'll have to worry about him anymore anyway" Hawkeye said as he brushed some moon dust off him

"What makes you say that?" the Red Hulk asked with a skeptical brow

The purple archer's response was to point towards the cosmic fire dome in the distance suddenly disappearing

"Let's move it people, Spider-man could be in trouble or worse" Steve said as he gestured for the others to follow him towards where Spider-man was and hopefully still is

Ms. Marvel raced ahead of them followed closely by Thor, Iron Man, War machine and Captain Britain

"Carol slow down!" Stark called out but was ignored as Carol quickly came upon the crater Spider-man made when the Phoenix slammed into him

Her heart skipped a beat as she saw Logan standing over him with his claws out, in her panic she shot off towards the feral mutant with her hands glowing with what little energy she had left

"STAY AWAY FROM HIM!"

Logan saw her coming and held up his hands "Carol wait I'm not go-"

 **KA-KWOOOOOMMMMM!**

He was interrupted by Carol slamming her hand into his Adamantium re-enforced skull, sending him flying back dozens of feet as Carol kneeled down towards Peter's burned and damaged suit

"Peter…" the whispered as she reached out to touch him only for a small aura of cosmic fire to stop her hand as Peter's spider suit began to change

The red and blue suit turned all white and the spider symbol enlarged and changed until it looked close to the one his black suit had with the only difference being that it along with his mask's lenses was golden yellow instead of pale white

Suddenly the flames disappeared and Carol cupped Peter's masked covered face "Peter, are you alright?"

Her question was met with silence as the rest of the team arrived at the small crater Peter's transformation created

…

* * *

And done

So next chapter, the Avengers and X-men deal with the aftermath of the moon conflict and not everyone is happy that Hope isn't the host of the Phoenix Force…


	2. Chapter 2

Answers to reviewers' questions or statements:

 **treyalexander63971** : Peter won't be becoming some messiah figure in this, but he won't be evil, the Phoenix's power isn't something that'll be easily if ever truly controlled.

 **Wingd Knight** : A lot of people will be unsettled about Peter suddenly having cosmic powers that make him arguably the most powerful being in the universe short of entities like Eternity, Infinity, and lady Death.

 **heroman45** : Peter's life will be taken a rather large turn with the sudden influx of new powers and his already current ones enhanced to an even larger degree. As for how Hulk will feel that he's possibly no longer the strongest one there is, we'll see.

 **marveldcfan** : I might make it a harem, but for now it'll focus won Peter learning how to control his new powers. As for him becoming a better wielder of the Phoenix Force then Jean, maybe with time since she's had that thing for years

 **Kival737101** : I have a story in mind that'll have Peter as a mutant and a member of the X-men and another set after the events of Logan where he's a mutant and paired with Laura.

 **Batman1998** : A few people both good and bad will be wary of Peter's new found power, after all he was able to accomplish a lot with his normal powerset, what can he pull off now that he has cosmic powers? As for how this will affect him being the center of the Web of Life, we'll see

 **Harbinger of Kaos** : I might make one like that someday, be interesting to see Spider-man to have near omnipotent power literally in the palm of his hand

 **Aniimeziing** : Peter is in a sort of altered mainstream continuity, the altered being he's now the host of the Phoenix. As for Ben being alive at this point, well it's been revealed that Jackal brought him back to life after his supposed death so yeah he's sort of still around I guess. Kaine's in Huston doing his own thing or was, and Jessica's with the Avengers and will be shown this chapter. Also no Peter doesn't have Stingers, well he could now with the Phoenix but you know what I mean.

 **Brycedude** : I have plans to make a Spider-man with DC Bombshells story, it's going to be the companion story to my Inhuman Spider story.

 **LL** : Yeah Scott aint gonna be too happy with this whole thing, what he was doing on the moon was simply mourning Hope's chance to be joined with the Phoenix being dashed, now he's had time to come to terms with it…and he isn't happy. Some of Spider-man's villains might decide to lie low when word gets out that Spider-man's gotten a cosmic upgrade but ones like Otto and Osborn? They'll see this as a challenge and their both more than capable of meeting it

 **justafan** : Jean's sort of dead by this point, well the older Jean is. She kind of became one with the Phoenix and is now in the White Room, it's complicated.

 **Chaos Sorcerer** : Others won't be too happy about Peter getting something as powerful as the Phoenix force in him, mainly because their unsure if he can even control it which is understandable, just look what happened to Jean. But there will be some who will try to take advantage of this situation and may try to play on Peter's good nature to try and use his powers for their own ends, after all the power to resurrect with no real draw backs is pretty appealing to some. As for this being a harem with Emma being in it, I don't think Emma right now since by this point she still loves Scoot immensely, granted even now in the comics she does but maybe that'll change.

 **Guest** : As for making this a harem with cosmic beings in it, possibly but Death will be making her appearance soon regardless, after all she and Peter while have never really interacted do have a close relationship and him suddenly getting the powers to bring people back to life may unsettle her, not so much as a threat but more of a potential bother that she'll want to asses.

 **Watcher of alternate universes** : He's personality will change a bit but not too extreme in that he's devoid of empathy or something

 **duskrider** : Well with Peter now housing the Phoenix, I don't see Otto pulling off what he did in the Superior Spider-man without taking it out of the equation. After all the Phoenix doesn't strike me as the type to let someone like Otto try and use it for his own ends. Also I think part of the reason why telepaths were never used is because Otto still had Peter's memories so if they tried to read his mind he could just show them that and they'd think it was Peter, but I think they still would have at the very least sensed something was off mentally about Spider-man, like he seems to have another mind in his own but what's done is done and the nightmare is now long over…hopefully for good. I mean it's an interesting concept but I would have preferred something like Otto placing his mind in a clone of Peter's, maybe even Kaine's for a time and then reeking untold havoc, that would have been more interesting to me at least

 **Dante 101** : The Beyonder has random mood swings, its happened in the past before plus when your as powerful as him you need to find something to help past the time. I've decided to go forward with it being a harem but it will only be five women. No more and even then, one of them won't appear as often as the others so it could be argued it will just be four

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

" _What the hell happened up there Rogers? And what's this I'm hearing about Spider-man being the new Avatar of the freakin Phoenix of all things?!"_ the angered voice of Maria Hill echoed through the commlink that Steve was using to communicate with the current director of SHIELD

"There were… unforeseen complications" the first Avenger worded carefully

" _Explain!"_ the woman demanded

Steve was silent for a moment as he mentally mulled over what the woman needed to know before compiling "Hope was rejected by the Phoenix in favor of Spider-man who is now currently lying in a sort of coma while we figure out where to go from here"

Maria was silent for several moments before she responded _"And how did the X-men take this? Should I be expecting an all-out X-men attack on Wakanda or the world because their pissed their so called 'Messiah' didn't get her cosmic upgrade like they wanted?"_

"No, I believe this experience has hopefully opened up Scott's eyes and showed him just how devastating a conflict between our sides can be and that it'll be better to work with us instead of against us"

" _Heh you actually believe that?"_ Maria asked

"Yes…" Steve said with narrowed eyes

Steve didn't need to be there in person to see that Maria was likely rolling her eyes before she spoke _"Keep me posted on Spider-man, I'd rather not call back and find out he went mad with power and tried to take over the world or something"_

"It won't come to that, Spider-man's one of the best men I've ever had the honor of knowing. If there's anyone that can resist the Phoenix's manipulations, it's him"

" _Whatever you say Rogers… just remember that everyone thought the same thing with Jean and well… we all saw how that ended"_ the director of SHIELD said before she ended the call, leaving Steve to his thoughts before the door opened and Stark walked in

"So how the talk with Hill go?" the Iron Avenger asked with a smirk

"Well she didn't ask we hand over Spider-man, so there's that" Steve commented

"More like she's waiting for us to screw up so she has a justifiable reason to take him, this is Hill we're talking about after all" Stark said as he glanced out the window and stared at the home of the Black Panther "Scott's people aren't gonna like this, that much I know"

"What makes you say that?" Steve asked with a frown

"It's Cyclops, throughout this whole thing he's been going on and on about how Hope will save them all and all that Magneto crap and well now that she doesn't have the Phoenix like our resident chatter box now does… it could drive him to do something drastic to 'rectify that' or 'fix' it"

"You think he'll come for Spider-man?" Steve said worriedly

"I don't know maybe, or maybe some of his people will talk some damn sense into him" Stark said with a shrug "But I wouldn't get my hopes up, a lot of his people were of a similar mindset about this whole making Hope the next Jean Grey crap…"

"How is she anyway, Hope I mean" Steve asked

"She seems sort of relived and disappointed the giant ass fire bird didn't want her according to Logan" Stark said as he ran a hand through his hair "But to be on the safe side, he's sent her back to the Jean Grey institute until this whole thing blows over. Didn't want to risk the Phoenix suddenly second guessing it's choice in an Avatar and go for her again"

Steve hummed at that before something crossed his mind "What does the Beyonder hope to gain from all of this? Why make Spider-man the new host for the Phoenix?"

"Maybe he was bored or knows something we don't, but given how much we do know about him, I'm going with the former" Stark said as he pulled out a small device and checked it "Hmm looks like McCoy, Pym and Reed found something interesting in regard to Spider-man's current state of being. Come on, let's go see what the good doctor has to say about this"

"You think it's serious?" Steve asked as he followed after the genius billionaire playboy philanthropist

"Nah, if anything they've found something to gush over and want to show it to everyone" Stark said with a grin

"Let's hope so, I'm getting a little tired of all of these unsuspecting surprises" Steve said with a tired sigh

"Well I think that's for the best gramps, can have you getting a heart attack and leaving me in charge now" Stark joked

"Considering what happened the last time you were made head of the Avengers, I think that's wise" Steve said with a pointed look towards the man who coughed as memories of the Civil War and the fall out afterwards came to mind

"That… wasn't my best my moment"

"I know… I have the scars to prove it still" Steve said as the two continued on their journey to the lab that T'Challa supplied Reed, McCoy and Pym to monitor Peter's condition

…

"Ugh what hit me?" Peter groaned out as he awoken in a advance but comfortable looking medial room with a window that displayed the capital city of Wakanda

"A being of cosmic power bub" the gruff voice of Logan said as he was sitting next to Peter's bed with a magazine in his hands

Peter glanced at the feral mutant with a raised brow "So that wasn't a dream?"

"Nope…" said as he turned the page

"The Phoenix Force actually bonded with me when it should have bonded with Hope?" Peter said with worry

"Yep…" Logan said as he turned the page again "Ah look at that, their bringing back liquor caramel chocolates. Gotta order me some when we get home…"

Peter on the other hand groaned "Aww man I'm gonna go crazy like Jean did in the beginning but without the potential to come back better aren't I?"

"Probably" Logan said with a heavy sigh as he closed the magazine and dropped it on the small table by Peter's bed before looking at the wall crawler with a serious expression "So barring finding out you're the host of a cosmic being of raw infinite and dangerous power, how do you feel?"

Peter was about to say lousy and could use a drink to five when he realized that aside from some exhaustion, he physically felt fine, in fact he felt better than he has in years. Taking a moment to examine his body, Peter found to his surprise that some of the scars and marks he's had from his near thirteen years as Spider-man were now gone

It looked like he even gained a few pounds of muscle!

"I feel…great" Peter said as he examined some of the changes he's underwent with interest "Better than great even…"

Logan made a sound at that before suddenly the door opened and Ms. Marvel sans her domino mask entered along with Spider-woman whose mask was also off. The headmaster for the Jean School of higher learning institute held his hands up

"I ain't gonna hurt him, I was just talking, no need to punch me half a mile"

Carol winced at that "I said I was sorry"

"Yeah, tell that to my dislocated jaw" Logan grumbled as he sat up and cracked his neck "And my sore neck"

"What happened?" Peter asked with curiosity

"I thought Logan was going to hurt you and I sort of punched him…" Carol said sheepishly

"Seriously?" Peter said as he looked back and forth between Logan and Carol before laughing "Man, I wish I could have seen that!"

Logan growled at the wall crawler before his commlink started to go off "Hmm must be Rachel, gotta take this, try not to burn the place down while I'm away kid"

He then made his way out of the room, leaving Jessica, Carol and Peter alone for the moment. Jessica watched the hundred plus year-old man leave before glancing at her work husband with a slightly worried look "So, how you holding up?"

"Fine all things considered, don't have any urges to destroy all mankind yet" Peter said as he rubbed the back of his neck "Though is it normal that I feel like making a nest all of a sudden and starting chirping?"

"Well at least your sense of humor's still intact" Jessica said with a chuckle as she and Carol sat on each side of Peter's bed

Peter chuckled at that before looking at Carol "So uh what happened after I was taken out by the Phoenix?"

"Well we fought the Beyonder or tried to…" Carol said with a frown "Eventually we were able to teleport him away and Scott and his people left not long afterwards. Once they were gone, we got you and brought you to Wakanda where Beast, Reed, Stark and Pym have been trying to see what's going on with you for the past few days-"

"Whoa, whoa, whoa, did you just say 'days'?" Peter said with wide eyes

"Yeah, why miss a hot date?" Jessica asked with a smirk while battering her eyes at the man

"What no, I mean not that I'm aware of it's just I have a job and-" Peter began only for Jessica to interrupt by placing her hand on Peter's mouth

"Don't worry Spidey, your brother slash clone, Kaine's got it covered" Jessica said with a giggle

Peter mumbled out a muffled "Really?"

"Yes really" Carol said as she reached over and removed Jessica's hand from Peter's mouth "Now is there anything you want us to do?"

"Maybe dress up as a pair of hot nurses and give you a hot soapy sponge bath?" Jessica said with a wink that caused Peter and Carol to blush before the latter sent a glare towards the raven haired beauty

"Uh, tempting as that is, I'm going to have to take a pass on that" Peter said as he suddenly found the blanket he had on very interesting

"Oh so you don't want to see me and Carol play doctor with you? Rubbing your hard, wet, muscular body with soap and maybe making ourselves more comfortable and undress ourselves to make you feel better?" Jessica teased as she leaned in, her voice growing husky and began to pump out a small amount of phenomes that while too weak to effect the likes of Peter or Carol, it was enough to still be notable to the duo

"Jess!" Carol snapped with a growing blush on her face

"What?" Jessica said with an innocent shrug as she shut off her phenomes and began to examine her nails "We'd just be checking him over, taking some measurements and all that. Unless…you have something else in mind. Perhaps of the threesome variety?"

Carol's face turned red to the point that Peter thought she'd spontaneously combust before the medical door opened and Johnny Storm entered with a grin on his face

"Hey, how's my favorite web head doin-oh…am I interrupting something?" the Human Torch said as he saw the two women sitting on Peter's bed, Carol and said man he was here to see both blushing while Jessica had a coy expression on her face

Also the sexual tension in the air was enough to cause Johnny to back out and come back later when it felt less awkward

"Yes Johnny, you are" Jessica said as she stood up and gave Peter a kiss on the cheek "You know where to find me if you want me to check up on you…"

She then gave Carol a wink before sashaying past Johnny and out the room with an obvious sway in her hips that Peter couldn't help but follow. The three sat there in an awkward silence for a few moments before Peter cleared his throat as he adjusted his position on his bed

"So uh Johnny, what brings you here?" the Queens born vigilante said

The youngest member of the Fantastic Four shot Peter an incredulous look "Seriously? Me and the others find out that our honorary fifth member was just attacked by the freakin Phoenix Force and you think we'd just sit back and crack open a few beers in response?"

"…Fair enough" Peter said with a nod before suddenly the Thing and Sue appeared behind Johnny

"Hey webs, how you feeling?" the resident strong man of the team asked as he squeezed past Johnny and into the room and gave Carl a nod that she returned

"Alright so far. Haven't gone insane or mad with power yet" Peter admitted

"And let's hope it stays that way" Sue said as she walked over and placed a kiss on Peter's forehead "You really had us worried their Peter"

"Sorry" Peter said with a wince before looking around "Hey where's Franklin and Valeria?"

"Sleeping" Carol said with a chuckle "They were up all night watching over you before Sue came and whisked them off to bed finally while Logan came and took over for them"

Peter smiled at this before suddenly he gripped his head in pain as he was suddenly bombarded with a multitude of voices that he could barely understand

" **AGHH!"** Peter gritted his teeth in pain

"Peter?" Carol said in shock as suddenly the glass on the window cracked and broke, causing Sue to throw up a shield to keep the group protected from the flying debris even though half most of the group's durability was more than capable of protecting them from some glass shards

"Peter, what's wrong?" Johnny said as he reached out to grab Peter's shoulder when suddenly a blast of what could only be described as cosmic fire shot out and nearly incinerated a shocked Johnny

"Holy-!" the man said as he ducked under the fireball that collided with the wall and began to melt it while Carol grabbed Peter and began to try and absorb some of the cosmic flames growing around his body in an effort to keep him from hurting himself or someone else only to nearly scream in pain as it felt like the flames were starting to burn her

"Ben go get Reed and the others now!" Sue yelled as she created a small dome around Peter as he unintentionally sent out another cosmic fire pulse that she was strained to keep contained

"On it!" the Thing yelled as he quickly ran straight through the wall and pass several startled physicians to where Reed and the others were

Peter gripped his head in absolute pain as the vices he was hearing seemed to increase in both volume and quantity

' _Hmm I wonder if I should call my wife later-'_

' _-Oh man I'm gonna be sooo late-'_

' _Hey isn't that the guy that I used to beat up-'_

' _-great here comes the fun police-_

' _We need to address Parker's condition or we can be looking at another Dark Ph-'_

' _I wonder if Rachel will mind if I use her credit card to buy me those liquor caramel chocolates or not-'_

" **AAHHHHHHHHHH!"** Peter let out a pained scream that forced everyone in the room back and caused the building to he was in to shake before suddenly his eyes rolled into the back of his head and he collapsed back on to the bed

"Peter!" Johnny yelled as he quickly approached Peter's unconscious forma and reached out to see if he was all right when suddenly a small bird shaped foot made of cosmic fire reached out from Peter's side and grabbed his hand, stopping it dead cold and causing him to wince before yelling in pain as the cosmic fire began to burn him

"Oh god Johnny!" Sue shouted in fear as she quickly tried to form a vacuum around the fire to see if it might snuff it out or cause the Phoenix inside to pull back

"AGGGHH- It's not working!" Johnny gritted in pain before suddenly Carol slammed her hand down on the fire and began to absorb it, the action causing her to whimper in pain as the energy seemed to fight back and attack her before it began to slowly settle, but not before leaving a painful second degree burn on her hand and Johnny's arm

"Shit!" Carol hissed in pain as she finally absorbed the cosmic flames before letting go of Johnny and clutching her hand that was now throbbing in pain

"GAH, the hell was that?" Johnny asked as Sue examined his hand before looking over Carol's burns

"The Phoenix I suppose" Sue said before she went to check on Peter, however not before she incased herself in her most powerful forcefield she could, wouldn't do to have her roasted alive like Johnny almost was

She examined him for any visible signs that could have trigged his reaction but found nothing "Hmmm… he gripped his head in pain before he or more accurately the Phoenix lashed out…"

"Must be the telepathy starting to kick in. The Phoenix is the living embodiment of all psionic energy in existence or something" Carol said as she held her injured hand close to her while she used her non-injured hand to grip Peter's, she almost smiled when she felt his grip tightened around her's before she glanced at her fellow blonde hero "You think we can make him something to help him regulate the voices or something until he has better control?"

"Yeah, Reed should have something in his lab and if not… I'm always up to the challenge" Sue said with a smirk while Johnny examined his burnt hand

"Huh weird, spend half my life on fire and it's only now I realize how much it hurts… no wonder Doom hates me" Johnny said with a thoughtful expression

"The fire isn't why he hates you Johnny" Sue said as she patted him on the shoulder "He hates everyone for simply existing"

…

Thousands of miles away back in Utopia, the Mutant safe haven off the coast of San Francisco, Scott stood alone on the launch pad and stared out into the distance with a blank expression while Mangeto, Emma and Namor watched from a few meters away

"How long has he been there?" Magneto asked the blonde telepath

"Hours now, he hasn't said anything since we got back from the Moon" Emma said with a frown "He's even blocking me from mentally communicating with him"

Magneto nodded at this before glancing back at the optic blasting Mutant "So what now? Hope bonding with the Phoenix was our best chance to undo the damage my… daughter… caused"

Before Emma could answer, Namor beat her to it "Do, isn't it obvious?"

The two and even Scott all silently looked towards the ruler of Atlantis with curious expressions

Namor seeing he had everyone's attention folded his arms across his chest and spoke "The spider is in possession of the only thing that can save Mutant Kind… either he helps us… or we take it from him Either way, I will not allow Mutant kind to go extinct because I'm the only one who'll be willing to do what needs to be done"

"Getting to him won't be easy, according to Rachel, he's secured in one of Wakanda's most heavily fortified facilities with half the Avengers, the entire Fantastic Four and even some of Logan's students guarding him…" Emma said with a frown

"She's right, before the Avengers were only concerned with ensuring that Hope didn't bond with the Phoenix, now they'll be concerned with defending their teammate and I know from experience how far they will go to protect him" Magneto stated with a distant look on his face

"Then it is good you are allies with the ruler of Atlantis" Namor said with a shrug

"Will your warriors be up to the challenge?" Emma asked with a quirked brow

"Will your X-men?" the man countered

Magento glanced back and forth between the two before he saw that Scott was watching them "Cyclops, what do you propose we do?"

Namor and Emma looked to the leader of the X-men as the man silently stood there before speaking in a grave tone

"Emma… get everyone ready"

…

* * *

And done.

So next chapter, Peter begins to better explore his powers with moderate success and a powerful being appears in light of Peter's recent boon


	3. Chapter 3

Answers to reviewers' questions or statements:

 **treyalexander63917** : He probably wouldn't be too off put by it. Peter and the Phoenix's means to communicate and interact will be shown soon and it is vaguely similar to what Flash and Venom can do to a point

 **Jestalnaker94000** : As the story goes we'll see Peter struggling with the power of the Phoenix with both what he can and can't do with it. Electro and Rhino are likely dumb enough to pick a fight with him where's Otto or Osborn will likely take a more tactical and cautious approach to it, they seem like the very few Spider villains that could come up with some way to counter the Phoenix, maybe not permanently but long enough for them to possibly beat Peter

 **JJChandler** : That question will be brought up this chapter and wheatear or not Peter will go for it, the idea while simple is actually far more complicated than it really sounds and we'll be seeing why

 **cabrera1234** : I have plans to make a Spider-man/Korra sequel for my other story Azula's Spider that deals with an older Peter being around at the time

 **Wingd Knight** : They're not so much evil as their desperate to save their race that at the moment numbers at best a hundred and ninety some individuals. The Guardians will pop up at a later time, same with MJ and Jameson, right now it's dealing with the X-men and Avengers conflict and Peter becoming the new host of the Phoenix. Yes we'll be seeing reactions of other's when they here Spider-man of all people got the cosmic powerup

 **lewiswriter123** : Does sound like a good idea, I'll think it over

 **Harbinger of Kaos** : Not really sure why Rachel never bothered with Hope, I mean she is a former host of the Phoenix or well the daughter o a host and at one point had some of it's power in her, kinda would make her the only living expert at the moment and someone you want as a sort of mentor in any event dealing with the cosmic bird.

 **Justafan** : It wasn't so much a post apocalypse but more of a dark tragic future that Logan was set in, though it could be argued it was an apocalypse for what few Mutants were left. No Charles is alive at this point, he hasn't been killed because the Phoenix wasn't spilt into five pieces by Stark on the moon and took over Cyclops. No here she's still a mutant and the daughter of Magneto, she's not one in the Avengers movie because Marvel doesn't own the rights to Mutants or the X-men, Fox does which is why they changed her origins in the movie to accommodate that. Otto likely have something to keep Telepaths from going to deep into his mind, and even then, he made it a habit to stay away from them so as not to get caught, still it shouldn't have taken as long as it did for someone to notice Peter wasn't Peter.

 **LL:** Not which is more powerful, the Infinity gauntlet or the Phoenix Force, but given it took just about the entire Marvel universe to stop Thanos when he had it compared to the Phoenix being beaten by the X-men normally, probably the Infinity Gauntlet but not by much

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

' _Hmm his brain patterns have seem to have shifted, likely as a result of the Phoenix's bonding with him and the development of psionic abilities-'_

' _Here's hoping the dampers in this room hold, the last thing we need is Peter having another meltdown'_

' _-I mean it's not like Cyclops will risk open war with a sovereign nation when he can simply ask to meet with Peter once he's more-'_

' _Damn, it's been several hours and my hand still feels sore'_

Peter suddenly shot awake with a surprised yelp, catching the attention of the four others in a room that was much different compared to the one he was in earlier. For starters, it looked more like a lab then a hospital room and thee bed he was on was more like a lab table than a mattress

"Peter…" Carol said as she stepped forward and placed a hand on his shoulder "You alright?"

Peter nodded "Yeah… just voices in my head-"

"Thoughts actually" Beast said as he was standing next to Peter examine some of his brain patterns on a screen "The room's been sealed with telepathic dampers, any 'voices' you do 'hear' are just the thoughts of the people in here currently"

Peter nodded at this and looked to see Reed, Stark, Pym and Rogers also there "Hey guys… can you keep the mental shouting down a little?"

"Sorry" Captain America said with a wince

It was than Reed stepped forward and handed Peter a small watch like device "Here, this should help regulate your psionic powers until you get better accustomed to them and improve you control"

At this Peer snorted as he took the watch like tech "It's the Phoenix Force Reed, I doubt I'll ever be able to control it"

"Doesn't mean you can't try" Reed countered with a grin as he watched Peter slip the device on and let out a sigh as the voices died down

"Finally, I can hear myself think" Peter said before he saw Carol's bandaged hand "What happened?"

Carol saw what he was looking at and gave him a small grin "Just a small accident is all, nothing to worry about"

Peter stared at her for a brief moment before suddenly the image of her hand being burned as she touched Johnny whose arm was seemingly on fire flashed before his eyes as if he was there when it happened. Peter let out a shaky breath before glancing at Carol with a regretful expression "I did that… I hurt you and Johnny earlier, didn't I?"

"It was an accident" Carol reaffirmed as she cupped Peter's face carefully and looked him in the eye "It wasn't your fault, hell if anything it was mine. I was the one that thought trying to absorb the Phoenix's energy was a smart move considering that not even a week earlier it was kicking my ass across space"

Peter looked unconvinced and was about to voice his doubts when suddenly Stark threw something at him. Peter's body tensed and he was just about to grab the flying projectile when it suddenly stopped in midair several feet from Peter's face, his eyes briefly glowing with cosmic fire. It was then he saw it was a simple pen and he glanced towards the tech superhero with a glare of annoyance

"Well we can now add telekinesis to his list of rapidly developing powers" Stark said with an inquisitive look on his face

Peter scowled at the man "Did you have to throw something at me to see if I had that?"

"What, I wanted to see if it was reactive function or something conscious is all" Stark said with a shrug

"You're lucky he didn't telekinetically send you through a wall instead" Carol said with a look of disproval on her face

It was then Rogers stepped forward "How you feeling son? I wanted to check up on your earlier but by the time I was done briefing Hill on what's happened and hearing what Reed, Pym and Beast had to say, you passed out after your telepathy suddenly kicked in"

"And boy did it kick, seriously punches from Rhino hurt less than that did" Peter said as he looked to see the pen was still floating in the air "How do I stop it from doing that? It's starting to freak me out"

"Try to picture it on the ground I guess or imagine dropping it" Carol suggested

Peter nodded and did just that… and watched with wide eyes as the pen flew into the ground like a missile and caused it to crack slightly

"…Oops" Peter paled slightly as the pen continued to dig into the ground before it came to a stop

The assembled group of heroes stared at the crack in the floor made by the pen before Steve spoke "Next time, how about someone just pluck it out of the air"

"Agreed" was the unanimous response before T'Challa entered the room followed closely by Charles Xavier himself who gave the wall crawler a friendly smile

"Hello Peter, nice to see you again despite current circumstances" the founder of the X-men said with a friendly smile

"Professor" Peter nodded towards the man before glancing at T'Challa who was gazing at the cracked floor with a quirked brow "Sorry about that, I'll uh pay for it"

The Black Panther gave Peter a dry look "That floor cost more than a new apartment in Mahattan…"

"Really?" Peter said with wide eyes before T'Challa began to chuckle

"No and do not worry about the floor, another three feet down is a slab of pure Vibarinium. The entire room is more or less inside a Vibrainium box that was designed for people of your caliber" the ruler of Wakanda revealed

"So if I was to go like Phoenix super nova or something, I won't have to worry about destroying the building or city?" Peter inquired

"Perhaps…" T'Challa answered

"So why are you here professor?" Steve asked the powerful telepath who had called over a seat for him to use

"I'm here to aid young mister Parker here in controlling his psionic powers. As powerful as the psionic dampers are for this room, I'm afraid that they won't be enough to keep his Telepathy subdued for long, so it's best to start teaching him how to manage and control it before it grows too much for him to handle"

"Can't you just try to suppress the Phoenix like you did with Jean?" Stark asked

"That will only be a temporary solution, besides I'm not sure it'll even work with Peter here as his spider-sense might unintentionally destroy any blocks I have or it might trigger when I try to place them and cause the Phoenix within to attack. No, it's best to start teaching him how to control his new gifts…" Xavier said before glancing towards Peter "If you're up to it however"

"Might as well" Peter said with a nod "Rather not accidently blast a building apart when I glance at it accidently… unless it's an Oscorp building… with no people in it… and filled with Norman's stuff"

"That can be the location of when you start to learn how to control those cosmic flames you have" Carol said with a snort as Xavier began to speak

"First, I'm going to carefully send a probe towards your mind, what I want you to do is imagine something like a wall or shield to block me…"

Peter nodded at this and took a deep breath before he gestured for the founder of X-men to begin. At first Peter felt nothing as he pictured a simple brick wall before it was hit by something that he could only describe as a rechecking ball

"GAH!" Peter shouted in pained surprise as he rubbed his brow while his spider-sense tingled "I thought you said carefully?"

' _That was carefully'_ Xavier said inside his mind before he pulled back and spoke verbally "You've got the basics down to some degree, but you need to increase the strength of your shields if you want to keep someone like me out of your head"

"Wouldn't the Phoenix be able to drive who's ever in my head out?" Peter questioned as he mentally formed another wall

"Perhaps, if it feels threatened" Xavier stated before leaning forward "Now let's try this again…"

Peter nodded at this and waited for Xavier's hit, this time feeling more prepared for what was coming. After a few seconds, he felt something bash into his 'wall' and Peter quickly imagined the cracks filling before they could give way and cause the structure to collapse. He felt a brief moment of pride when he sensed Xavier back off only to hit the wall several more times in rapid succession before the wall gave way again

' _Again…'_ Xavier stated

"Dammit" Peter groaned while Carol rubbed his shoulder "Hey at least he's being nicer about tit then the telepaths SHIELD employs. They'd just keep hitting you over and over again and force you to fight them off and build up your mental defenses at the same time"

"Sounds lovely" Peter said sarcastically as he made a new wall this time multilayered and with a little surprise in between each surface

While this was happening, Beast and Reed were monitoring Peter's mental activity to see if the mental activity he was experiencing may trigger a response from the Phoenix while Stark, Pym, Steve and T'Challa silently made their way out of the room to meet with the rest of the Avengers that were stationed here to help protect Peter and watch him while the rest returned home

Sweat began to build on Peter's brow as Xavier bashed into his walls before he came to a stop when his mental attacks hit something that resembled… webs

' _Very clever…_ Xavier thought as the webs attached themselves to his mental strikes and gave slightly before bouncing back like the actual webs that Peter uses as Spider-man.

He struck at the mental web barriers a few more times before he pulled back "Good, you've started to successfully construct your first level one psi shields"

"How many levels are there?" Peter questioned

"Ten" Xavier said with a chuckle before his smile dropped "Are you ready to begin again?"

"With level two?" Peter asked with some trepidation

"No, for now we'll settle for strengthening you level one shields before advancing and working on your response time. Once I feel you've advanced enough then we work on level two and so on…" Xavier explained as he prepared to probe Peter's defenses againall the while the Phoenix watched from deep within Peter's conscious with narrowed eyes, ready to pounce if the bald man it's seen and encountered before goes too far with its new host

' _ **I won't lose another one… never again'**_ the cosmic being thought to itself as it very subtly enhanced its new Avatar's mental defenses and increased his strength and speed with the barest amounts of its power

…

It was close to several hours later and nearing midnight that Peter was on the verge of falling into a deep sleep after his three hour long telepathic session with Xavier when he received a new visitor

"…Wake up…" a voice quietly whispered in Peter's now telepathically blocked room

The new host for the Phoenix Force seemed to jump slightly as he found himself wide awake now, as if something just shot a bottle of adrenaline into his system while blasting an airhorn in his ear. He glanced around the dark room for the source of the voice that he was able to identify as female before he noticed movement in the shadows

"Whose there?" Peter asked as his eyes seemingly adjusted to the darkness perfectly and he was greeted to the sight of a ridiculously beautiful woman emerging from the shadows with a small grin on her face

"Hello Peter…" she whispered as she approached his bed and came to a stop just a few feet from him

She stood just a few inches shorter than him and possessed a figure that rivaled if not surpassed almost every woman, human, alien and goddess that Peter's met in his lifetime. She had waist length black hair that was tied in a sort of pony tail, bright turquoise blue eyes that just moments ago were glowing a dark reddish orange color, black lipstick, two small white rectangles under both eyes with a small white square under that and a single white rectangle between her bottom lip and chin. On each of her eras were two small golden orbs that were connected together and seemed to glow in the dark terraces of her hair

Her clothes seemed to be made of living shadows as they move on their own and created a black shadowy top that ended just below her generous bust with intricate vine like designs down the center. She had a loin cloth on which possessed a similar vine like design and a skull like jaw on it with two protruding horns erupting from the sides that ended just above the fabric's slits that displayed her bare legs that seem to stretch on for miles until they ended at her bare feet

Peter gaped at the woman's appearance for several moments before it suddenly clicked who it was "…Death"

The now named cosmic entity smiled as she stepped closer to Peter, a subtle sway in her hips before she leaned in and her face was close to Peter's "It's been a while Peter…"

"Yeah, can't say that I'm happy to see you considering what you stand for" Peter said as he leaned away from the chuckling woman

"Few are comfortable with my presence despite what form I take" she said as she crawled on to the bed and nestled herself against a blushing Peter who tried to remind himself that it was Death, the living embodiment of well death that was pressed against him, not an extremely beautiful woman curled up against him

"So, uh what brings you to Wakanda?" Peter asked as he tried to fight down his blush and embarrassment "It can't be the admittedly great scenery or it's world famous roasted Zebra ribs which I have to admit are awesome-"

"You" Death said simply, all coyness and humor in her face and tone gone

"What?" Peter said as he glanced down and nearly paled at the blank yet horrifying expression she had on her face "W-Why would I draw you here?"

She suddenly sat up and straddled Peter's waist before faster than he could react, pinned him to the bed with her hands around his throat. His body tensed and he tried to move, but found the woman's grip on him solid… and the Phoenix Force strangely silent

' _Uh hello, death herself has me literally pinned, could use a little help here!'_ Peter mentally screamed as he tried to fight his way out of Death's grip for the next several minutes before finally giving up, mainly because the look she sent him screamed 'stop or else'

When she felt Peter was done struggling she released her 'light' grip on his throat "Now that I have your complete and undivided attention I believe it's time I fully address why I'm here. As you are aware the Phoenix is the physical manifestation of life, yet to be born life and rebirth"

"Yeah…" Peter said, not really knowing where she was going with this and hoping she didn't try to strangle him again

"Well given your recent 'No one dies' proclamation… you can see why I, the very embodiment of death and destruction in the universe, is concerned with your recent acquirement to negate said purpose" Death said as she stared down Peter with a weighted gaze

Peter held her stare for a moment before speaking "You think I'm going to start resurrecting people left and right and make death obsolete?"

Death didn't respond as she continued to star at Peter, her thoughts, her feelings on the matter clouded from even Peter's slight and admittedly sloppy mental probes. After several tense moments, Peter let out a sigh

"Well you have nothing to fear, I'm not going to start bringing people back to life all willy nilly" Peter said as he leaned back on his bed and stared up at the ceiling with a tired gaze "Mainly because I don't know how to do it and even if I did, who am I to go against the natural order of the Universe?"

"Really?" Death said in an unconvinced tone

"Really…" Peter said with a nod

The two held each other's gaze for a moment before Death smirked "Funny, you say that now but know this Peter, the call of the Phoenix will always be there at the back of your mind, whispering to you in your most private of moments and in time… even you will be drawn to it and it's suggestions. Maybe not today, or next week but soon even you will fall prey to it as millions have before you"

"Yeah well the Phoenix is about to meet the most stubborn man of all time… aside from Wolverine… and Captain America… and Doom to some extent when he's forced to admit he was wrong about something and then there's this one hotdog stand guy I met-" Peter would have continued had Death not suddenly silenced him with a searing and very hungry kiss

"HMPH?!" Peter sounded in surprise as the cosmic being slipped her tongue into Peter's mouth and deepened the kiss

After several moments, Peter began to slowly return the gesture, his hands now gripping her bare hips before she suddenly pulled away and placed a hand on his chest and smirked coyly at him as she felt his body begin to react to her actions

"I'll be watching you Peter… and your choices to come in regards to the conflict between the Avengers and the X-men" Death said as she slowly faded into the shadows until Peter could no longer sense her presence

"Wait what? What do you mean by that?" Peter asked the cosmic being but received no answer

Peter sat there in silence for what felt like hours before he suddenly felt the room shake ever so slightly "The hell?"

He quickly got up and approached the window just in time to see a massive explosion set off only half a mile from the facility that he was being housed in. The almost quickly began to blare and not a moment sooner Jessica appeared

"Peter, get away from the window now!" the female counterpart of Spider-man said as she pulled him away from the glassy surface and out into the hall

"Jess, what's going on out there? Are we under attack?" Peter asked worriedly as the building shook again

"Yes" the woman said as she pulled Peter down the halls, passing numerous Wakandan warriors on the way

"By who?" Peter asked but already having a sneaking suspicion

Jessica stopped and glanced towards Peter with a grim expression on her face as she revealed who was attacking

"The X-men-" Jessica began only to be interrupted as Magik suddenly appeared with Magneto and seven Atlantean warriors behind them

"Spider-man…" Magento said as he stepped forward "Come with us"

"And if I don't?" Peter said as he and Jessica slowly backed away from the dangerous metal manipulating man

"Or we level Wakanda..."

…

* * *

And done.

Next chapter, the forces of Atlantis and the X-men vs the Avengers and the forces of Wakanda!

Also I've been thinking of making a Darkseiders Spider-man story where our favorite Web head is the agent of the Living Tribunal and has to work with the four Horsemen to find out who started the End War early, framed War and help stop the forces of hell, restore humanity and the Balance before it's too late, what do you think?


	4. Chapter 4

Answers to reviewer's questions or statements:

 **treyalexander63917** : We'll see Deadpool's reaction to Peter and Death apparently becoming a thing and the possibility of a threesome might be dropped by the merc with a mouth

 **JJChandler** : I may be also using the possible romance between Death and Spidey to bring Thanos in later on

 **Wingd Knight** : Yeah the first part of this story will be Peter learning how to use and control his new found powers, I mean it's not like the Phoenix imbues him with the knowledge it's previous hosts had to instantly make him a prodigy with it's power but as time goes on Peter will rise up the ranks of powerhouses. Deadpool finding out that Peter is sleeping with Death will appear and his reaction will be very Deadpool-ish

 **Redrangerlegacy** : Yeah Deadpool and Thanos finding out that Death's crushing on Spidey will be a nightmare for the recently cosmic empowered wall crawler. Deadpool he can handle but Thanos… yeeeaaaah… he screwed

 **spider1** : We'll be getting a glimpse of Peter tapping into the power of the Phoenix this chapter

 **chucky700** : Sort of, but I've had this idea on my mind for a while now

 **justafan** : The X-men don't need Peter, they need the Phoenix, and you'll see how they'll go about getting it soon.

 **Chad0615** : I will, gotta pay my bills somehow

 **Watermelaon** : Sort of, you'll see

 **90skid4life** : Mary Marvel, the girl that's like a girl version of Captain Marvel from DC?

 **Dante 101** : I won't be posting any new stories until I finish up a few of the ones I already have now, the first being 'Family to the End which I'm hoping to have done within the next few weeks. The harem is pretty much Ms. Marvel, Spider-woman, Scarlet Witch, Death and one last person that won't be shown for a while, like after the conflict with the X-men finally comes to an end. Peter over the course of the story will slowly rise to that level and surpass it but he won't be picking fights with the likes of Galactus, the Beyonder, Thanos or other beings of that caliber on his own for a while. Yes, Death is one of the five girls but she won't be appearing as often as the rest will

 **Guest** : There is or was an older version of Valeria from the future along with her brother who had traveled back in time to fight these rampaging Celestials.

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

"You know Magneto, it's that right there why people are afraid of Mutants. Not because they look different and have superpowers, no it's because you attack an entire nation and then threaten people into doing what you want and if they don't you level the place your attacking" Peter said as he and Jessica backed away from Magento and Magik

"Humans only ever understand and respect one thing and that's force" Magneto said as he took a step forward

"Yeah well we ain't part of that bunch" Jessica said before she sent a powerful Venom blasts towards the master of magnetism before grabbing Pere and began to run in the other direction…

Only to stop as Magik appeared before them with her sword raised and a narrowed glare on her face

"Don't bother… there's no where you can run that I can't follow"

"So uh what's the plan?" Peter asked his female counterpart

Jessica frowned at the approaching Mutant before looking behind her at Magneto and the approaching Atlanteans before glancing at Peter "How good's your telekinesis?"

"Uh bad" Peter said as he felt his spider-sense start to tingle and something deep inside to start to stir

"Well give them bad then!" Jessica shouted as she sent a powerful blast towards Magik and Magento, both of which were blocked. Magento with a slab of metal town from the wall and Magik knocking it away with her sword

Peter took a deep break before he imagined a pulse originating from him and expanding outward. For several tense seconds, Peter thought it wouldn't work before suddenly a psionic blast erupted from him and raced towards both Mutants who tried and failed to block this attack

The Atlantean warriors on the other hand were able to take cover in an adjacent hallway before opening fire on the spider duo. Peter and Jessica easily evaded the plasma blasts before Jessica grabbed Peter's wrist and began to pull him down the hallway

"Come on, we have to link up with Rogers and get you the hell out of here!" she shouted as she sent several Venom blasts towards their pursuing attackers

"What, why?" Peter asked as he ducked under a plasma bolt before sending a small telekinetic blast towards the Atlanteans only for the attack to veer of course and impact against the ground

Thankfully the blast was powerful enough to send a shower of debris towards the undersea warriors and forced them to halt in their pursuit and take cover. Peter was about to let out a small cheer of success when suddenly the walls around the two lashed out and began to attack and enclose the two

"Holy- Jess look out!" Peter shouted as he tried to dodge and even blast the approaching metal arms from grabbing him while Jessica did the same with the added power of flying only to be suddenly kicked into a wall by Magik appearing behind her

"GAAAHHHH!" Jessica shouted in pain as she was quickly being encased in the metal by an approaching Magento

"NO!" Peter shouted as he tried to aid her only for Magik to blast him away with a mystical beam of energy fired from her sword

"Pathetic… to think the Phoenix chose you to be its new host" the sister of Colossus said with a shake of her head towards the man as Magento began to imprison Peter in a metal coffin "Our race truly is doomed at this rate"

"Which is why we need to-" Magento began only for the coffin he was imprisoning Peter in to be torn apart, causing the man to quirk a brow in slight surprise

Peter collapsed on to the ground before he felt his spider-sense tingle and he just narrowly avoided a swipe from Magik's sword. Peter narrowed his eyes as he slowly backed away from the weapon wielding girl before he suddenly lashed out and stopped her blade dead cold with his hand, causing Magik's eyes to widen in surprise along with Peter's

"Whoa… was that as awesome looking as it felt?" Peter asked as he began to force the woman back with a grunt "Cause I think so"

He then shoved the girl back before sending several web lines towards her in attempt to restrain her only for multiple metal pillars to suddenly attack Peter, forcing him to abandon his attack on Magik and force to defended himself

Magento slowly approached Peter, the amount of metal attacking the spider themed hero increasing with every step until it looked like the entire hallway was trying to swallow Peter whole. Peter's spider-sense was going off the charts to the point it was starting to hurt a little before suddenly he involuntary sent of a telekinetic blast that pushed Magneto back and have Magik throw up a shield to protect herself from the flying debris or risk being injured

It was then that Jessica had finally prided herself free from Magento's prison and looked to see that Magik and Magento were starting to push Peter back. Her eyes narrowed as she quickly sprinted towards them, her venom blasts at the ready when suddenly-

 **BAMF!**

Jessica came to a skidding halt as Nightcrawler appeared before her

"Kurt…" Jessica said in an icy tone

The blue skinned mutant at least had the decency to look ashamed "I'm sorry Spider-woman but-"

"Save the pity party for someone that gives a damn" Jessica said as she sent a Venom blast towards the teleporting mutant and watched him predictably 'BAMF' away before she was forced to block a kick from him as he appeared to her side

' _Hang on Peter, I'll be there soon'_ Jessica thought as she was forced to block a series of teleporting kicks and punches from Nightcrawler all the while Magento and Magik were slowly starting to push Peter farther and farther back, completely unaware of the small image of a burning raptor glowing in Peter's lens covered eyes

Peter duked under a swipe from Magik before leaping on to a wall and leaped over Magneto before he narrowed his eyes at the man and concentrated for several moments. It was then a small psionic blast shot towards the age-old foe of the x-men only to bounce harmlessly off his forcefield

"Is that the best you can do child?" Magneto questioned with some amusement

"Well yeah" Peter said as he landed in a crouch "As it turns out, the Phoenix Force doesn't come with a manual on how to be an instant all powerful god like being in the span of like what a day!"

"Perhaps it is becasuse you are not meant to be it's host!" Magik said as she sent several beams of mystic energy towards the Queens bron vigilante

"Well apparently it thinks I am, even though I completely agree with you because let me tell you something" Peter said as he narrowly avoided most of Magik's blasts by the skin of his teeth "Ever since I got this little firebird, all I've been feeling is the sudden urge to build a nest and eat worms, is that normal? I mean did Jean ever feel that or when she had the Phoenix, it was the urge to fly south every Winter and chirp at random points because I'm told every other word I say sounds like a squawk or a chirp"

Magik's response was to open several medium sized portals that had several large demons from Limbo walk through and glare at his form

"I'll take that as a no then…" Peter said as the demons charged toward him

…

Outside the facility that Peter was being temporarily housed, The Fantastic Four and the Avengers consisting of Captain America, Ironman, Giant Man, Thor, Ms. Marvel, Quicksilver, Scarlet Witch, Hawkeye, Black Widow, Black Panther and former X-men members Beast and Xavier were hard pressed to stop the onslaught of Namor's forces who had used a massive tidal wave from the nearby lake to strike at the city

Things were further complicated by the arrival of Scott's forces who were busy sweeping aside Wakanda's forces even with Avengers aid

"Cap, we're losing too much ground!" Stark yelled as he and Thor were blasting at Colossus who was tearing through Wakanda's warriors with ease

"I've noticed!" Rogers said as he slammed his recovered shield into Gambit's face before throwing the metallic disk towards Rogue who was trying to absorb Ms. Marvel's powers only to receive a Vibrainium shield to the head followed quickly by a Photon blast from Carol

"You want to absorb my powers again, well here, have it you fuckin trailer park bitch!" Carol shouted as she upped the power to her energy blasts and sent the woman flying into the ground before she continued to hammer down wave after wave of Photon blasts on the energy absorbing Mutant

Rogue gritted her teeth before she pushed through the blasts and made to grab Carol again when she was suddenly hit by Colossus's form who had been sucker punched by the Red Hulk

"HA! Not so unstoppable now are ya?!" the alter ego of Ross yelled before he was blasted in the back by a squad of heavily armed Atlanteans and Storm

Red Hulk growled at the two and made to attack when suddenly Black Panther landed before him, his narrowed gaze on his wife Storm. Roos saw this before backing away "You two clearly have some things to work out, I'll go over there and finish kicking that Russian brat's teeth in"

He then leaped towards the rising form of Colossus before slamming both fists down on the organic metal man's head with a titanic shockwave

"Ororo, what are you doing?" T'Challa demanded as he gestured to the attacking Atlanteans and the several burning buildings across the Golden City "Your attacking our home, our people!"

Before the Queen, likely soon to be former Queen of Wakanda could speak, T'Challa was suddenly lifted in the air by an invisible force, causing the man's eyes to widen in shock before the voice of Emma spoke up over the escalating conflict

"You forget darling, Mutants are also her people and unlike the people of Wakanda, they're in very short supply these days which could have been fixed if not for the Phoenix choosing Spider-man as it's host over Hope" the White Queen said with narrowed eyes before she slammed the man into the ground several times and sent him flying into Captain America who was blocking several powerful beams from Cyclops and Havok

Emma admired her handiwork before she glanced at Ororo and saw the woman's conflicted expression "I'm sorry Ororo, but our people come first, besides this is Wakanda, if they can survive Doom, they can survive a few hundred Atlanteans and us for an hour or two"

"Tell that to my conscious" Ororo snapped at the woman before suddenly they were both hit by a fast-moving streak of silver

Emma winced in pain before she activated her Diamond form and growled "Quicksilver, siding against your own race, you truly are pathetic"

The son of Magneto and longtime Avenger came to a stop before the woman with a scowl "Says the woman leading an attack on an innocent nation because her 'messiah' didn't get her power up like you and Scott wanted"

Storm quickly sent several powerful lightning bolts at the speedster who easily side stepped and dodged the bolts of electricity before he blitzed both women and delivered several fast punches to their forms, Ororo who was unprotected as Emma went down first while Emma was forced down to one knee as Pietro had hit her with over a hundred fast powered hits in the span of a second

He would have pressed his attack had Namor not suddenly fallen from the skies and slammed his Trident into the ground, upheaving the whole area and sending him and the Avengers and warriors of Wakanda back as the X-men and Atlanteans regrouped behind the Mutant monarch

"Oh great…" Stark said as he saw Namor before glancing at Steve "He's your friend, talk to him"

"What do you think I've been trying to do in between fighting Scott's X-men and the attacking fish people" the First Avenger deadpanned as he hefted his shield and threw it at Namor who smacked it away with his trident before he saw Giant-man's approaching fist and jumped out of the way before throwing his three-pronged weapon into the size changing man's limb

"GAAAAH!" Pym shouted in pain as he recollided and made to take the trident out when he was hit in the back of the knee by Psylocke before the woman standing next to her, Domino, blasted the man in the face with a Grenade launcher

 **BWOOOMMM!**

Hank's head was briefly engulfed in flames as he collapsed to the ground before Namor made to land on his chest only to be intercepted by several incendiary arrows fired from Hawkeye who had also began to pelt the rest of the X-men's forces with a wide range of explosive tipped arrows, forcing them to scatter before numerous hex bolts began to pepper their forces fired by the hovering form of the Scarlet Witch

' _Scott, we have to neutralize her now!_ ' Emma said as she, Warpath, Sunspot and Jubilee took cover behind several large chunks of earth that have been uprooted from this conflict

' _I know!'_ Scott said as he pushed himself up and looked around for anyone that could hopefully take down the woman that condemned their entire species to extinction

He saw a little ways off Colossus and the Red Hulk engaging in a brutal test of strength, each one trying to overpower the other. Not too far away the Black Panther's forces were regrouping and starting to push Namor's people back with T'Challa's sister leading the assault

"Cyclops!" Magma shouted as she and Doctor Nemesis made their way towards the leader of the Utopia X-men while avoiding stray blasts from either side

Scott nodded towards the pair before looking at Nemesis "You have something that could take her out?"

"Yeah, but I'll need to get close to get a clear shot" he said as he loaded his hypodermic needle gun with a special sedative

"Leave that to me" Scott said as he was about to open fire on Wanda when suddenly the entire ground shook with the force of a earthquake, causing many to pause in their fight

"Oh shit, please tell me they didn't get the original Hulk to help!" Domino groaned in annoyance as she reloaded several of her pistols

Emma was about to do a telepathic sweep to see if that was the Hulk before she suddenly screamed in pain followed by Psylocke as their minds were assaulted by a powerful psionic telepathic blast originating from the facility that Magneto and Magik had infiltrated to capture Spider-man for extraction

"EMMA!" Scott shouted as he made to rush towards her when suddenly a massive explosion from the facility knocked him and the other combatants on the battlefield back as a massive column of Phoenix fire originated from within

…

Several minutes earlier…

…

Peter leaped over the cocooned forms of the Limbo demons and grabbed Magik's wrist as she made to slash at him with her large sword only for Peter to slam the ruler of Limbo into the wall before Peter sent several web bullets towards Magento who easily evaded them before he was forced to excrete forcefield to block several blasts fired from Spider-woman as she pinned Nightcrawler beneath her before he teleported away and appeared behind her with the intention to kick her in the back of the head

He would have succeeded had Peter not shot a web line into the teleporting mutant's face, causing him to yelp in surprise and allowed Spider-woman to blast him back before she was suddenly hit by a magical blast fired from Magik

"Hey didn't your mother ever tell you it's rude to shoot a woman in the back while she's fighting your friend that's helping you and a mad man attack little old me?" Peter said as he sent multiple web lines towards the woman only to watch as they were easily incinerated by a blast of fire created by her before he was forced to dodge several bolts of electricity fired from Magneto before the man sent a sort of wave of electromagnetic energy towards Peter whose eyes widened in surprise as he saw that the attacked was wall to wall and ground to ceiling

"Oh this is gonna hurt sooo much" Peter said before the threw his arms up to defend himself and unintentionally created a small but weak psionic shield that sadly dissipated as Magento's attack slammed into it and quickly overpowered the weak defense before hitting Spider-man and sent him flying into a wall and through it into a large open room that looked to be a sort of hanger

Peter rolled for several meters before coming to a painful stop "Okay ow…"

He pushed himself up with a wince before he noticed something odd "Huh… that didn't hurt as much as I thought it would. Well the goring through a wall hurt like normal but I was expecting Magento's little lightshow to have more 'Umph' to it, hell a halfhearted hit from Electro usually hurts more but then again old Magsy is getting along in years…"

It was then that Magento hovered through the whole while Magik appeared behind Peter thanks to her portals. The wall crawler sent both a look before he let out a sigh "Man you guys just don't give up do ya?"

"Apologies, but your race is facing extinction, you'd fight just as much as we are" Magento said before sending another bolt of electricity at the man who vaulted over the blast and sent several web bullets at the man before shooting two web lines on either side of the former enemy of the X-men and yanked himself to him

He flipped in midair so that his feet would connect with the man's chest but frowned as he only ended up colliding with Magento's forcefield several feet from the man himself

"Ugh I hate forcefields!" Peter complained as he sent a powerful punch into the invisible field of magnetic energy

The master of Magnetism on the other hand narrowed his eyes as he felt that Spider-man's hit had far more power to it then he thinks the wall crawler was even aware of

' _It seems the Phoenix has already begun to enhance his body…'_ Erik thought with a frown as he forced the wall crawler back by mentally expanding his forcefield and allowed Magik to pounce on the man who ducked under her enchanted blade and sent a kick towards her core that forced her back several feet before she let out a roar of rage before charging towards Spider-man with her blade held high

"HOLD STILL!" Magik yelled as she tried to slash at Spider-man's form only for the wall crawler to smack the woman back before having to leap back as several large metal slabs nearly hit him, courtesy of Magneto followed by several frames of what looked to be some sort of hovercraft that were lying around the hanger

"Seriously, your trying to hack and slash me like some B-rated horror movie killer and you want me to stand still?" Peter asked before he scoffed "You know that I'm just going to do the exact opposite, so why not yell 'Hey keep moving and don't stop', that'll sure throw me for a loop!"

Magik roared in rage as she lunged at Peter only for him to sidestep her swipe and send a elbow into her face with enough force to force her head to the side and send the powerful mystic stumbling back in pain before Peter shot several web nets at her to secure her to the ground only to frown in dismay as Magento shielded her with several chunks of the now destroyed hovercraft before he mentally manipulated them into several large blades and prepared to throw them at the shocked sider themed man

"Uh-oh…" Peter said as he felt his spider-sense flare and made to move when suddenly Nightcrawler appeared next to the master of Magnetism with Jessica holding on to him in a headlock

Peter's female counterpart tossed the dazed and slightly singed teleporter aside as she sent a powerful Venom blast encased fist into Magento's gut, knocking the wind and a small amount of blood out of the man's man and sending him flying into the wall

"Whooo, wait to go Jess!" Peter said as he made to approach her before suddenly his spider-sense flared again only this time it was followed briefly by an image of Magik standing over Jessica's beaten form with a scowl on her face as she hefted her blade over her shoulder

The sudden vision caused Peter to stumble in complete surprise, his spider-sense had never done that before "What the hell?"

"Peter…?" Jessica said in concern as she watched Peter's reaction and made to approach him when suddenly Magik was behind her

Peter's eyes widened in horror as suddenly Magik's blade erupted from Jessica's abdomen, causing the woman to slowly look down in shock and surprise to see the mystic blade emanating from her core

"…Ow…" Jessica said in a low tone before Magik ripped her blade from Spider-woman's form and let the woman collapse to the ground before glaring at Peter and sent a powerful magical ball of energy at the frozen form of Peter

"Guess that spider-sense of yours isn't common among you spider powered heroes!"

"Jess…" Peter muttered quietly in shock as his eyes beneath his mask began to glow as the ball of mystic energy collided with him, creating a small explosion of magical energy while Magneto slowly pulled himself up and glanced at the down bleeding form of Spider-woman before glaring at Magik

"What?" the sister of Colossus said with a shrug "She's still alive, barley but she'll live"

"Does he know that" Erik nodded towards the slowly dying light of mystical energy surrounding Peter, feeling a sudden sense of foreboding taking form in his gut

"Probably not, but he'll be too shocked to properly defend himself now, making our job easier" Magik said with a shrug, not seeing what the issue was

It was then that Nightcrawler spoke in a grave tone as he spotted Peter's still standing form through the dust made by Magik's attack, he gulped slightly as he saw a very familiar glow of cosmic fire begin to flicker around Spider-man's form

"Magik… you have no idea what you just unleashed" the blue skinned Mutant said before suddenly the dust was blown away by a powerful shockwave the nearly sent the three Mutants flying and caused the ground and the walls to crack and split as the Phoenix's cosmic flames began to encircle Peter's body, casting an ominous glow throughout the hanger

"…Oh shit" Magik sounded before they were blasted back by a enraged unearthly roar from Peter's cosmic flame cloaked form

" **RRRRAAAAAAAAHHHHHHHH!"**

…

* * *

Next chapter, The Avengers and X-Men contend with the wrath of the Spider…


	5. Chapter 5

Answers to reviewers' questions or statements:

 **MCRasengan** : Hulk will be showing up soon to help out 'Bug-man' if for nothing else so he can smash him to prove he's the strongest one there is XD

 **gunman** : Yeah Magik has been shown at some points to have a questionable morality on account of being in Limbo and being exposed to the dark arts as much as she has, she ain't evil but she sure as a dark streak in her when she decides to use it. Sadly, the ruler of Limbo is about to meet experience the full wrath of an Avatar of the Phoenix Force, well not the full wrath given that'd likely take out half the universe but yeah, hell on earth is about to be unleashed

 **Corvokuro** : Yeah Peter pissed off to the extreme is scary, Peter pissed off to the extreme with the power of the Phoenix… game over man, game over! Plus, you think him nearly killing Kingpin in the 'Back in Black' story was extreme, in the Grim Hunt which sadly saw the death of one of the Spider-women and the first Madam Webb, he ripped off half of Kraven's wife's face with his adhesive powers! Peter can get pretty brutal and vicious when push comes to shove, all that repressed rage just waiting to be unleashed

 **DannyPhantom619** : Uh yeah go Spidey… and Hulk… and Wolverine and X-23… and Black Widow…

 **CRUDEN** : It's sort of content at the moment with Peter as it's host

 **Karlos1234ify** : Yeah but then we'd never get any sort of superhero fight in any comic ever again, sure it's common sense to just stop and actually hash things out, but deep down we all want to see the heroes beat the crap out of each other, if nothing else to confirm that our favorite character is a badass plus more often than not it's ego being challenged that must be met

 **Spawn Hades** : Yeah, if the world wasn't possibly screwed with Hope losing control, it is now with Spidey going berserk

 **Wingd Knight** : She likely didn't expect Peter to just completely loose his shit like he just did, she was likely banking on the Phoenix not bothering to help or something or maybe like Jean he can't always call on it for help. It'll sort of be a mix of the two, he's angry, very angry but not quite to the point he's blinded by rage, more like he'll have tunnel vision and all of his rage will be focused solely on the people before him that he recognizes as a enemy, which is pretty much most of the X-men, if some of the Avengers happen to get in his way, he won't hurt them that bad in comparison but he'll have no issue brushing them aside to get to his real targets.

 **90skid4life** : Spidey's at his most dangerous when his back is up against the wall and his loved ones are threatened or worse hurt… at that point, all bets and restraint are off.

 **JJChandler** : Yeah, but some of Ross's powers as Red Hulk are energy absorption, he's simply absorbing some of the power that Colossus gets from the Gem of Cyttorak to help him fight on par with the guy, it's not a long-lasting thing as he'll eventually tire but for the moment he can fight almost even with the guy. Had he been the Green Hulk, that fight might have lasted far longer and likely ended with Banner possibly winning if nothing else because Colossus as Juggernaut isn't as powerful, least from what I've seen in comparison to Marko

 **Mike Noland** : Cyclops started off as a decent guy but I feel as the years went by he just became a total dick, I blame Emma to some degree, seriously what was he thinking letting that woman in his head, god knows what she did while in there

 **Fox** : Killing them seems a bit too extreme for Peter at the moment, but he might come close, or he might go all the way, like Lady Death said, the call of the Phoenix is one tempting SOB

 **Guest** : He already likes Jessica and even Carol and soon a few other women, it's just seeing her possibly die in front of him brought out a dark rage that rarely gets let out unless something like this, hurting or worse possibly killing someone he cares about, happens and well… hell hath no fury like Spider-man pissed to the extreme and beyond

 **Redrangerlegacy** : If superheroes actually sat down and talked things out, we wouldn't be getting any more superhero fights like Batman vs Superman, Captain America vs Ironman, Hulk vs Thor, Wonder Woman vs Auqaman etc. still after a while or in certain situations where the fate of the world is at stake, you'd think that'd be the first thing they'd do but at the end of the day more often than not it's ego and pride

 **Jason Hunter** : His suit will take a noticeable change now that the Dark Phoenix persona is on the verge of taking over, he's not quite there yet but he's literally inches from losing total control

 **Dante101** : Not a big fan of Lady Death I guess? Peter won't be becoming some Gary Stu mainly because yeah he has or will gain God like power, but that really won't make things easier, in fact we'll soon see that it's just going to bring even more problems for him and there's beings in the Marvel multiverse that can go toe to toe with him. I think the best example of Spider-man in the Black suit no longer holding back was the Grim Hunt, he straight up mutilated Kraven's wife by like tearing half her face off with the 'Mark of Kaine' and leaving this big bloodied hand print on her face and was about to stab Kraven to death with a spear after tearing through his family, it got pretty dark because until Julia Carpenter talked him down, he was going to go on a murderous rampage, like he wasn't going to stop after Kraven and his ilk

 **Jason Hunter** : Sort of but that whole cosmic cube altering thing is a long way off, I might have it that Peter might occasionally sense something off about Steve up until then but he won't know for certain right off the bat as his powers are still developing and by the point he does get to that level to notice, it'll kind of be too late and well… HYDRA vs Spider-Phoenix

 **superspiderfan** : Sometimes, or at the very least have them as a item

 **Batman1998** : That was years before this happened, like the 80's or 90's

 **Guest** : Yep and so will a lot of others after this

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

Steve Rogers has seen a lot of things in his time as both a soldier for the United States Army during World War two and as an Avenger since his defrosting all those years ago. He's met some truly twisted and malevolent beings and entities that could destroy all of reality. And while Rogers has often at times come off as this seemingly steady and unflinching force of good in the face of impossible odds… he was in reality probably every bit as afraid as the others around him

And right now, he was beyond terrified at the sight before him and the rest of the Avengers and the Fantastic Four

Before the group, after they converged on the facility after it's apparent destruction, was Peter keeling on the ground holding the bloodied form of Jessica Drew, Spider-woman. His suit had also taken a drastic change since Rogers last saw it. Before it was white with the spider symbol on the chest and back being a sort of glowing golden color, but now, now it was a dark almost black red with the spider symbols having now been replaced with the same Phoenix symbol Jean once possessed on her suit, now glowing a dark fiery orange color, the same color as his lenses

Rogers was vaguely aware of the X-men and Namor's warriors not too far away from the group checking on the battered and bruised forms of Magneto, Magik and Nightcrawler as he took several steps towards Peter and was about to speak when suddenly Carol shot forward

"Peter…" Carol said with wide eyes as she came to a stop several feet from the still form of Spider-man holding the form of her best friend

Peter's head turned towards her slightly as his grip on Jessica tightened slightly "…"

Carol slowly crouched down next to the man and glanced down at Jessica, only for her eyes to widen as she saw the bloodied web patch on her abdomen "W-What happened to her?"

It was then that Peter's head turned fully, this time towards the X-men and his glowing lenses narrowed and spoke in a dark voice **"They happened!"**

Carol's eyes narrowed as she turned towards the X-men "What did you people do to her!?"

It was Magento who answered after spitting out a glob of blood as he was supported by Cyclops "We may have made a tactical error…"

It was then that Peter slowly stood up, his lenses narrowing at the group of super powered people **"That's alright Erik… it'll be your last…"**

"Is that a threat?" Emma growled out in her diamond form, the psionic energy being too much for her, hell Psylocke was forced to stay back because it was growing to be too much for her and even Xavier

Peter took a step forward and before anyone could react he was in front of Magik who was being held by her brother. Peter glanced up at the current Avatar of Cyttorak and growled **"She hurt someone I care about… let's see how she likes it"**

He then suddenly struck out with his fist and nailed Colossus right in the gut, forcing him to drop Magik as he was sent flying through the air before he was suddenly hated by an invisible force and slammed into the ground with enough force to cause many of the people around to nearly stumble to the ground

"Spider-man stop!" Rogers said as he took a step forward only to be pushed back by a invisible force

Peter glanced at the man over his shoulder as the rest of the X-men surrounded him and prepared to attack **"I stop when they beg!"**

He then unleashed a psionic shockwave that sent the various members of the X-men flying back only for Peter to hold out his hand and pull the flying form of Magik towards his hand, her sword floating next to him harmlessly. Peter's grip tightened around the woman's throat as she made contact with his palm and he lifted her of his head and slammed her into the ground before pulling her battered face towards his mask covered one

" **Guess that metal skin isn't common among you X-men types huh?"** Peter growled as he watched Magik try to pry his iron clad grip off her throat **"Aww what's wrong?"**

"Spider-man, drop her!" Cyclops's voice rang out, causing Peter to glance towards the man just as his optic beams collided with his head

Peter stood there for several seconds, unmoving as Scott unleashed enough energy to tear through solid steel. After several seconds Peter dropped Magik but not before he took her sword and raised it above his head and rammed it right into her leg, causing her to scream out in pain as the enchanted metal tore through flesh and into the charred ground beneath her

" **Don't go anywhere, I have something special in mind for you after what you've done"** Peter hissed darkly before he kicked the young woman away and continued to approach Cyclops who was backing up while still blasting at the spider theme man

The red energy collided harmlessly against the small psionic forcefield that Peter erected when he first attacked Colossus or Juggernaut or whatever the hell he's calling himself now **"You know Scott… I was willing to help you guys out, help undo the damage that Wanda accidently caused with her breakdown but with this whole attacking me and hurting the people I care about… well I'm getting this feeling of finishing what she started or at the very least unleash a hell upon you that makes the future that Cable came from look like heaven in comparison"**

Scott had to hold back a shiver as his mind was suddenly assaulted with images of his X-men in various of states of pain and death all the while a shadowy figure cloaked in the Phoenix's flames stood over them. Peter was just about to reach Scott when suddenly Nightcralwer appeared next to him and teleported the optic beam powered man away

Peter glanced up at the sky and saw the dark clouds over him followed by the booming sounds of thunder **"Hmm… I almost feel intimidated… almost"**

He was then pelted with dozens of powerful lightning strikes, each one hitting him with enough force to give the Hulk pause before he was doused by lava fired from Magma and Namor's Atlanteans opened fire on his form

All the while the Avenges now gathered around the barely living form of Jessica, watched as one of their own losing himself to the Phoenix fight off the X-men. Logan glanced at Rogers

"Should we help?"

"Surprised you're not jumping in to help them right off the bat Logan, you know you being a X-man and all. And with this quickly becoming another Dark Phoenix event…" Stark said as he monitored the battle and felt his worry growing as he saw Peter emerge from the X-men's onslaught relatively unscathed aside from a few tears and burns on his suit before he sent a powerful telekinetic blast towards Storm, Cyclops, Emma and Namor as Magneto called forth massive chunks of metal from the surrounding destroyed facility and launched them towards the wall crawler

"Honestly Stark, after what Summers just did…" Logan said with a shake of his head "I'm tempted to leave him and the others to get their just desserts"

He then began to walk towards the battle with his claws out, causing several others to look at him in slight surprise and with Johnny speaking up as his sister and Beast checked Jessica's injuries while Carol held her tightly

"Uh Logan, why are you going towards the one-sided beatdown?" the Human Torch asked

"I'm going to stop Peter from making a terrible mistake. Don't get me wrong, Slim and his group should and will answer for this… but I know that when Webs calms down from this… he'll never forgive himself if he ended up killing Summer's and his X-men" Logan said before he rushed towards the conflict

"He's right, Spider-man is a lot of things but he's no killer. Phoenix Force or not we can't let him throw everything away just because Scott and his people are willing to go places we aren't" Rogers said as he followed after his friend with his shield at the ready while he tried to come up with a way to stop this conflict from getting any worse than it already has

"…I still say to hell with them" Red Hulk grunted out as he followed after Rogers and Logan before he was quickly followed by Stark, Thor, Black Widow, the Human Torch, the Thing, Giant Man, Quicksilver, Scarlet Witch and Black Panther while Sue, Reed and Carol stayed with the still downed form of Jessica along with Hawkeye

"Is she going to be fine?" Clint asked as he stared at the pale face of Jessica

"Hopefully, I've stemmed the bleeding and it looks like Magik missed any vital areas though I can't say if that was intentional or not" Sue said as she better examined the injured woman before glancing at Reed "We need to get her out of here now!"

Reed nodded as he called for the Fantastic car before a loud explosion caught their attention and drew their attention back to the battle at hand

Peter was being pushed back by a combination of lightning strikes fired from both Thor and Storm, repulseor beams from Stark, optic blasts from Scott and Havok and over a dozen Atlanteans concentrating their fire on Peter's form

' _Dammit!'_ Peter hissed as he was being pushed back, his spider-sense going haywire as he was being pummeled from all sides and his telekinetic shield was starting to crack and break under the unrelenting onslaught from the two superhero teams

Just as he was about to strike back, his spider-sense flared to the point it actually hurt and Peter looked up to see the Scarlet Witch hovering above him with her eyes and hands glowing as she built up a massive amount of energy

"… **Crap…"** Peter said before Wanda sent the powerful wave of energy at him at triple digit speeds, creating a massive explosion of scarlet energy and Phoenix fire that sent tremors all throughout Wakanda and it's neighboring countries

The Avengers and X-men halted in their attack as they tried to scan through the massive dust cloud that sprung up from the attack for signs of Spider-man

"Anyone got eyes on Spider-man?" Steve asked as he kept his shield at the ready and kept an eye on the X-men near him in case they made a move towards Peter

"No… I've got nothing on my scanners" Stark said as he, Johnny, Wanda and Thor hovered over the crater Wanda made for signs of their teammate

"Damn Wanda… remind me to never piss you off" Johnny said as he saw that the crater seemed to go down several dozen feet and was just as wide

"Sorry… I didn't mean to hurt him, I was just trying to make him stop before he goes too far" Wanda said as she scanned the area for signs of Peter

"Freight not lady scarlet, it will take much more than this to fell a warrior of Spider-man's level" Thor said before he was suddenly blasted away by a small ball of Phoenix fire as Peter laid crouched on the ground in the center of the crater, his glowing lenses narrowed in pure rage

" **Your so right Thor…"** Peter said darkly before he blitzed the group of heroes and slammed his hand into Ironman's chest piece, denting the re-enforced metal and sent the man flying into Johnny before he was suddenly before Wanda and made to incapacitate her before she blasted him back with a powerful hex bolt

" **GAAAH!"** Peter growled as he was sent flying back before he regained his balance and dodged another hex bolt fired from the daughter of Magneto

Peter's lenses narrowed at Wanda as she held his gaze with a stern expression "Peter, you need to stop. The Phoenix, it's fueling your rage and making you-"

" **I wouldn't say it's fueling so much as letting me vent and you people are preventing from doing that!"** Peter said before he sent a psionic blast towards the woman, forcing her to erect a forcefield to defend herself

He would have pressed his attack had her brother Quicksilver not suddenly appeared traveling at Mach seven and slammed his fist into the wall crawler's skull and send him right into the Red Hulk's own fist

"Sorry kid, wish I could say that some small part of me isn't enjoying kicking the crap out of ya!" Ross said as he slammed Spider-man into the ground and prepared to slam both fists down before Spider-man turned and caught both hands with his own

Peter gritted his teeth in pain as the muscles in his arms screamed at the strain of holding back the Red Hulk's strength before Thor landed next to the man and tried to help restrain Peter before he let out an enraged roar followed by a blast of psionic energy and phoenix fire, sending both powerhouses back as Peter let out a shaky breath

He pushed himself back up to his feet and glared at the X-men who had pulled back and let the Avengers engage him. His lenses narrowed at the sight of Magik as he conjured a small ball of crimson red flames in his hands and prepared to throw it at her before he was suddenly struck in the back of the head by Steve's shield

Peter stumbled forward as the shield returned to the First Avengers hand "Peter, don't!"

Peter glared at the man **"Stop getting in my way! That bitch deserves it after everything she's done!"**

"Maybe, but not by you" Steve said as he stood at the ready even though the chances of him winning this fight on his own were next to nothing "Peter please, your Uncle wouldn't want this-"

" **How would you know?!"** Peter snapped as he suddenly seized Steve's body and telekinetically lifted it in the air

Steve grunted in pain as he could feel Peter aplly more and more pressure to his body before suddenly Logan tackled Peter to the ground and drew him into a headlock. Peter growled as he grabbed Logan's arms and began to burn them as he tore Logan's arms off his neck and backhanded the two-hundred-year-old mutant away

" **You know Logan, times like this where I'm glad you have a Adamantium skeleton and incredible healing factor"** Peter said as he stepped on the man's head and pushed it into the dirt **"Because it means I can hit you as hard as I want and not have to worry about killing you!"**

"L-Lucky m-me!" Logan gritted out as he unsheathed his claws and drove them into Peter's thigh who yelled in pain before Black Panther ran up behind him and slammed both of his Vibrainium boots into Peer's back, sending him flying forward and right into the orange rock fist of the Thing

"Sorry Spidey!" the strongman of the Fantastic Four said as his fist collided with Peter's head and slammed him into the ground before he brought up both and brought them down on the wall crawler just as he was starting to get back up

 **KOOOOOOMMM!**

…

Not too far away from the fight, the X-men had regrouped to discuss their next course of actions

"Cyclops, what do we do now?" Nightcralwer asked as he watched the Thing get blasted away by spider-man before he turned his attention towards Wolverine and Black Panther while Thor and Quicksilver converged on his position

Scott watched the fight with a calculating gaze. So far things were going far from what he hoped given that Magik jumped the gun by nearly killing Spider-woman right in front of Spider-man and even went as far as to gloat about it according to Magneto

' _At this rate, he's bound to level all of Wakanda… Hope wouldn't have'_ Scott thought in anger at seeing Spider-man seeming losing control of himself and the power within

He then turned toward Emma "Contact Rachel, tell her we need her here and Hope here now!"

The White Queen nodded as she telepathically contacted the woman from an alternate future to inform her of the situation while Scott glared back at Spider-man's form as he was being overpowered by Thor, Red Hulk, and the Scarlet Witch at the same time

"I don't know what the Beyonder was thinking by giving something that doesn't belong to you Spider-man, but today I'm fixing it. I won't let my people die because some cosmic bastard thinks it'll be funny!"

…

* * *

And done

Next chapter, the battle of Wakanda comes to a tragic end…


	6. Chapter 6

Answers to reviewer's questions or statements:

 **DannyPhantom619** : Why Stark? He hasn't really done much this time around aside from the obvious canon things in Marvel

 **Jestalnaker94000** : Cyclops will learn something from this alright.

 **treyalexander63917** : Bit of both at the moment, I mean he'd still help out but right now he's angry and when your pissed off most people tend to say things, now whether he means it or it's the cosmic firebird inside him is another story.

 **gunman** : Yeah the story is pretty much similar to how things went down in the comics in that the guy that got the cosmic firebird in the end does eventually go on a sort of rampage and Wakanda at some point gets its teeth kicked in during this event. Actually, the Phoenix may very well surpass the Beyonder since it's power is on a multiversal level and even omni-versal, Galactus, powerful as he is, is barely a blip on its radar when it comes down to raw power. It ain't something you can ever truly control, maybe influence but that's about it.

 **Devilboy101** : Peter will be doing both this time around.

 **sinnerlust** : True, but he also hung out with Magneto a lot, so yeah him letting Emma into his head and being around Magneto without Xavier or Jean there to be a sort of moral compass… we get this Scott…

 **Spawn Hades** : Wish the end to this fight would be as heartfelt or humorous… there will be tears and not the good kind.

 **LL** : Scott's line of thinking is that since Hope is the 'Mutant Messiah' then she'll be exempt from that tad bit, in the end if the Phoenix Force wants to break you, it will break you, it ain't if, it's when. At this point Venom is with Flash I think and Eddie is now Toxin, it's around that time I think.

 **Also note I said this fight would end tragically and it will, but the chapter got so long I thought I'd divide it into two parts. Probably will piss a lot of people off because you're just dying to know how this will all go down so just sick back and watch as the Dark Phoenix is more or less unleashed fully with Spider-man's darker emotions now fueling it.**

* * *

 **Disclaimer: I don't own any Marvel characters seen, mentioned or used.**

 **Beta Read by: The Undying Will**

* * *

Peter growled in rage as he was slammed into the ground by a powerful strike from Thor's hammer, lighting dancing off the enchanted metal as the thunder God prepared to blast him with everything he had left before Peter suddenly turned and unleashed what could only be described as a supernova condensed into a small powerful beam of energy fly through the air and collide with the Norse God's form in a titanic explosion, illuminating the area for several brief moments before it died down.

Peter watched Thor soar through the air for several hundred meters before landing by the large lake next to Wakanda's now seemingly dark and abandoned capital before he suddenly reached out and grabbed Quicksilver as he raced by and held the young mutant up in the air with a glare.

Quicksilver glared down at Peter as he tried to escape by vibrating out of his grip only to fail. "Oh just do it already!"

Peter's lenses narrowed at this. **"You know, under the right light you look a lot like your father… which means this will feel all the better for me when I do this!"**

Peter pulled his fist back before he sent it right into the speedster's face, fracturing his jaw and nearly his entire skull had he not vibrated his molecules at the last moment before Peter dropped him to the ground and glanced around him for signs of the X-men, so far, they've seem to have pulled back as the Avengers tried to prevent him from–

 **' _They were trying to stop you… they know what you can accomplish and are sacred of you… as they should be!'_ ** A voice purred almost seductively in the back of Peter's mind as he tried to telepathically scan for the X-men's minds but sensed only the handful of Avengers and the Fantastic Four still standing a good distance away from him.

Peter shook his head to try and concentrate before he sensed Hawkeye fire off an explosive arrow towards him. Peter, without looking, caught it and threw it back towards the surprised archer and grimly chuckled as it exploded mere meters from the archer, sending him flying into a nearby pile of rubble as Peter saw the ash and dust around him before he blasted it away with a small psionic blast.

 **' _They are hiding from you… like a bunch of cornered rats…'_ ** The voice chuckled as Peter continued to scan for the X-men but found no signs of them. **_'Their telepaths are keeping you from sensing them at the moment… focus on the area where you can't sense anything and you will find the ones that hurt Spider-woman… that hurt Jessica.'_**

Peter nodded at this as he started to do a sweep of the area before he picked up the mind of Johnny fast approaching him. Peter's lenses narrowed in annoyance as the Human Torch began to race around Peter and form a sort of circle of fire around him that began to rise higher and higher until it formed a dome of super-heated fire. Peter's spider-sense began to go off as he sensed Johnny was about to possibly go supernova before Peter approached the edge of the flames and rammed his hand into the inferno and grabbed hold of the young man just as he raced by and pulled him out by the neck, the fire around him and the dome fading as Peter unintentionally absorbed it.

 **"Johnny…"** Peter said in a low tone as he held the man in the air.

"NGH… hey Peter," Johnny struggled to say as his friend held him by the throat. "Love the new look, bit evil but damn, can't deny you can pull off the whole dark and brooding thing even better than Daredevil or Wolverine."

Peter huffed at this before he threw Johnny away from him and sent a powerful psionic grenade of sorts right into his mind, causing the pyrokinetic to scream in pain at the mental attack he was under. Peter turned away from the youngest member of the Fantastic Four and began to walk away when he stopped as he saw the Thing and Red Hulk rushing towards him.

His fists balled at the approaching men as the voice spoke again **_'They never seem to learn… show them what happens when you challenge a god…'_**

Peter slowly raised one of his hands towards the approaching duo and just as they were mere meters from him they were suddenly lifted in the air.

"What the…?" Red Hulk said as he tried to move but found himself frozen.

"Ahh great… I know what comes next…" the Thing said with a sigh before the two were suddenly slammed into each other before being pulled apart and slammed into the ground before they were then forced through the ground at high velocity away from Peter until they came to a sudden stop and were torn out of the ground again and flung into each other and collided with a small shockwave.

Peter watched the duo fall to the ground before he mentally formed a small psionic ball of energy above the two and let it slowly drop towards them. Red Hulk noticed the small orb approaching and only had one thing to say before it hit.

"Ah shit…"

 **BWOOOOOMM!**

The force of the psionic explosion shook the entire area and caused a number of people nearly to lose their footing while Peter had returned to scanning for the X-men, he knows they haven't left yet, he doesn't know how but he did and he won't rest until he finds them…

Peter's lenses narrowed as he began to do another mental sweep of the area and felt a sort of dead zone not too far from him _'Bingo!'_

He prepared to move on it before he turned suddenly to catch Steve's shield and hold it as the patriotic themed Avenger stood before him. Peter almost felt bad for the man as he took in his appearance.

His suit had numerous tears and burns dotted across it and the man's cowl had been torn off to show he had a large bruise on the side of his face from when Peter kicked him into Black Widow earlier.

"Peter stop…" Steve said as he struggled to keep standing

Peter stared at the man for several long moments before he snorted **"Stop? Would you stop if it were Sharon back there bleeding out?"**

"Jessica is alive Peter." Steve said before he was suddenly held up by Peter in an invisible grip as his lenses narrowed until they were slits.

 **"You're lying!"** Peter hissed as the voice echoed through his mind.

 **' _She's soon to be gone from this world regardless… there is only one course of action for this injustice… avenge her Peter.'_** The voice goaded from the deep recesses of Peter's mind.

Peter gripped his head in slight pain as the voice sounded like it was beating against his skull. Steve saw this and felt the man's telekinetic grip on him loosen.

"Peter I'm not lying, read my mind if you can to prove that I'm telling the truth!" Steve said as he took down the psi shields around his mind, it was risky but if it helped Peter calm down and regain control of himself, well it was a risk he'll gladly take if nothing else to keep the man from making a horrible mistake.

Peter felt the mental shields around Steve drop and was just about to enter to see if the man was lying when he felt his spider-sense go off as his mind suddenly came under assault from several different people

 **"AAGGGH!"** Peter gritted his teeth in pain as he felt Emma, Psylocke and someone else tear into his mind and restrain him both mentally and physically with everything they had.

"Peter-" Steve started only to be blasted away by Havok as he, Cyclops, Magneto approached them.

"Emma, Betsy, Rachel keep him restrained, if he starts to break your grip on him, let me know. Magneto, make sure he can't move any more than he already can, might help the girls keep him secured." Scott said as Magneto had several metallic tendrils form from some of the discarded rubble around them and attach themselves to Peter who was trying to move but found it increasingly difficult.

Scott nodded at this before suddenly Nightcrawler appeared with a barely conscious Hope in his arms. Rachel having knocked her out back at Jean Grey Institute after being alerted to what was going on here from Emma just minutes ago. Scott stepped forward and stared at Peter's glowing lenses with a slight glare under his visor.

"I hope you enjoyed your time with the Phoenix, Spider-man, because now it's time for you to give it up to someone that will be able to put its power to better use then throwing a temper tantrum like they're the damn Hulk." Scott said as he gestured for Nightcrawler to hand him Hope who was now beginning to regain conscious as the presence of the Phoenix began to stir her awake.

"W-What…?" she said as she glanced around to see the scorched earth around her before she felt a hand on her shoulder and she turned to see it was Scott and behind him a heavily restrained Peter with Havok and Magneto watching him with a beaten and battered Captain America not too far away.

"Scott… what's going on? Where are we? What's happened?!" Hope said as she began to panic and bits of cosmic flames danced across her form as she could faintly hear the call of the Phoenix.

"What do you think Hope? Spider-man lost control of himself and has nearly leveled half of Wakanda" Scott explained as he turned towards a growling Peter.

' _Scott, you need to hurry!'_ Emma said through their telepathic link _'Rachel, Betsy and I still have him but he's beginning to overpower us! You have seconds at best!'_

' _That's all we'll need'_ Scott mentally said before speaking aloud as he stepped aside and gestured towards Peter "Hope… you know what you have to do."

Hope stared at the restrained from of Peter and shivered as she saw his head slowly turn towards her and growl in dark rage as he struggled to free himself. She's never seen him like this before, so angry and spiteful looking. She could practically feel the rage around her as if it was a maelstrom.

' _It has to be the Phoenix… right?'_ Hope asked herself as she took a few steps towards Spider-man cautiously. ' _But if it is, then how the hell am I supposed to control myself when mister 'Responsibility' here can't!?'_

After being taken to the Jean Grey Institute, she was given a chance to sit back and actually think a little and she found herself wondering what the hell she was thinking in the first place? Her, controlling the Phoenix when Jean effin Grey couldn't? She'd have better luck with the Uni-power than this thing.

"Hope hurry, Emma and the others can't keep him restrained for long." Scott said as he saw the metal restraints beginning to strain as Spider-man's body shook, fighting back control for control of his body against three of some of the most powerful telepaths on earth and the master of magnetism.

Hope swallowed nervously as she stepped closer and held up her hands and took several deep breathes as she could feel the power of the Phoenix within Peter, burning like a sun. She reached out towards it and began to coax it towards her only to quickly realize something shocking, it wasn't coming to her it was… resisting her.

' _What?'_ Hope thought in shock as she could hear the call of the Phoenix, but it wasn't asking for her to free it and let them join like she first thought… it was warning her to back off…

Suddenly she was pushed back by some unseen force and for a moment, Hope felt her entire tremble at the power it felt "Whoa…"

"What is it? What's wrong?" Scott asked with a frown, something wasn't right about what just happened.

Hope looked at Scott for a moment before she glanced back at Peter "The Phoenix… it… it pushed me back."

"What?" Scott said with surprise.

"It doesn't want me anymore… I don't think it ever wanted me to begin with." Hope said as she stepped back from Peter who was still growling at her with a dark animalistic quality she never knew he had. The air around them seem to grow even darker and heavier that it already has, making his appearance all the more frightening to her "I-I… I don't want to be here anymore…"

Scott stared at Hope for several long moments before he sighed "Hope… the future of our race is on the line–"

"Then why can't we just go to the Avengers about this!" Hope snapped at Scott in anger. "Look I know they've never really been ones to concern themselves with the crap the X-men go through but that's because we asked them to half the time! They have people on their team that could possibly help undo what the Scarlet Witch did to us! Hell, we can even have her help us reverse whatever it is she did in the first place to stop more of us from being born!"

"Then why haven't they helped us!?" Scott yelled at Hope as he stepped closer to her "Where were the Avengers when the Sentinels attacked and destroyed Genosha, killing millions of mutants! Where were the Avengers when the Legacy Virus tore through our kind all over the world and killed them?!"

He was then right in Hope's fear stricken face as he yelled "WHERE WERE THE AVENGERS WHEN JEAN DIED?!"

"…" Hope had no answer for that as she hung her head low.

Scott after a few seconds pulled back from the Mutant Messiah with a glare etched on his face as he turned towards Captain America's unconscious form. "The Avengers only help us when it suits them or they need us. When they don't… they can care less about our plight–"

' _SCOTT GET OUT OF THERE HE'S BREAKIN FREE!'_ Emma shouted in fear as she, Rachel, and Betsy were finally pushed out of Peter's mind and the spider themed man let out an inhuman roar of rage as crimson red and black fire erupted from his from, sending the four Mutants flying back in a powerful explosion.

 **BWOOOOMM!**

Scott was violently flung across the scorched ground before he comes to a painful stop over a hundred feet away from where Peter is now standing, his body cloaked in cosmic fire with only his lenses and the Phoenix symbol glowing through the dark red and black inferno before suddenly he's standing before Scott. The leader of the X-men only had enough time for him to tense in surprise before he was suddenly kicked by the man through the air and in the blink of an eye caught him just as he was about to hit the ground.

Spider-man held the struggling form of Cyclops for a few moments before he head butted the man, cracking the red lens on his visor and slammed him into the ground several times before he threw the bloodied and tattered man into a nearby wall that once belonged to the now long destroyed facility that Peter had first awoken in only hours ago.

 **"That… wasn't… nice!"** Peter hissed as he reached down to grab Scott again before the Mutant leader suddenly tore off his cracked and damaged visor and blasted Peter at point blank range with every ounce of power he could call upon.

The area was blanketed in a red light as twin ruby beams of energy erupted from small portals that connected to another dimension located in Scott's eyes and right into Peter's form with enough force to crack a moon twice the size of Earth's in half. Peter growled through the pain as he slowly reached down while his suit began to tear and rip from the sheer force of the energy hitting him and suddenly cut off most of Scott's eye beams by having his hand cover the man's face and lifted him up.

 **"You know Scott… I'm getting really tired of those optic beams of yours."** Peter hissed as he saw some of the ruby energy making through the small spaces in his fingers as the man tried to pry himself free.

Peter growled as he pulled his hand back, red and black cosmic flames blanketing it before he heard two distinct sounds that gave him pause.

 **SNIKT**

 **SNIKT**

"Drop him webs."

Peter looked over his shoulder to see Logan standing not too far away from him and Scott, his suit tattered and torn but otherwise the elder man looked fine thanks to a combination of his healing factor and stubbornness. Peter tossed Scott away as he turned fully towards the Wolverine.

 **"Really, you?"** Peter nodded towards him, the fire around his arm beginning to expand and cover his body entirely, creating a dark and malevolent aura around him.

"Yeah… me" Logan said as he stood at the ready while trying to steady himself as Peter slowly approached him.

 **"You, a man whose only talent is healing, drinking and flinging his metal claws everywhere, thinks he can stop me?"** Peter asked with a dark chuckle before he was suddenly in Logan's face, his lenses glowing in the dark atmosphere and illuminating the worry on the Mutant's face. **"Stop a god?"**

Logan sighed at this. "Great, there's that complex starting to show up–"

 **THRAAKK!**

"GAAAAH!" Logan screamed in pain as it felt like his very being was set on fire as he was smacked away by Peter who watched the feral mutant skip across the ground for several dozen meters before coming to a stop at Peter's feet as he teleported in front of the slowing Mutant.

Logan looked up to see Peter glaring down at him before he was suddenly lifted in the air by an invisible force before being slammed into the ground before Peter slammed his foot down in this skull, forcing his head into the ground a bit

 **"Don't Worry Logan, when I'm done with Scott and his people I'll pay you and your school a visit next, maybe put Laura's healing factor to the test and see if it's really as good as yours!"** Peter said before stepping of his head and turning to see Scott being helped up by his brother Havok.

Peter's lenses narrowed as he made to attack before his ankle was grabbed by Logan who spoke through a nearly dislocated jaw "W-We… ain't done… yet!"

Peter glanced down at the battered man with a chuckle as he reached down and grabbed him by the neck and lifted him into the air **"Yes… we are."**

He then turned and threw the lethal man towards the Summers brothers and watched with glee as the Wolverine collided with Scott. Even from here he could hear the man's bones break from being hit by his former teammate traveling at such a high velocity.

 **"Hehehehehehe…"** Peter began to darkly chuckle as he began his approach only to stop as he sensed Carol coming at him fast and low.

He let out a displeased growl as he suddenly turned to smack the blonde bombshell away with a thunderous impact. The shockwave generated from his hit ruptured the ground around him and caused it to crack and split.

 **"Surprised you're against me in this Carol… I figured you of all people would be willing to help me against these things after what they did to us, to Wakanda… to Jess."** Peter said as he floated towards Carol as she picked herself up.

Carol spat out a small amount of blood as she glanced up at Peter and felt heart skip a beat as she took in his appearance _'My god…'_

His suit was now completely black and seemed to be swirling as if it was made of dark cosmic fire, the phoenix symbol now seeming to be made dark red crimson flames along with his lenses. He was surrounded by an aura of dark cosmic fire that took on a form that vaguely resembled the Phoenix itself and made his darkened suit colors even more pronounced in its demonic like glow.

It was clear to Carol and the few others who were seeing what she was… Peter was or already losing himself to the Dark Phoenix.

Suddenly he was in front of her and before she could move, Peter had pinned her to the ground by the throat. She let out a pained gasp as the flames he was generating started to burn her skin.

"P-Peter… s-stop!" she croaked out as she was lifted into the air and slammed into the ground with enough force to cause a small earthquake throughout all of Wakanda.

 **"…Never… not until they all pay, every last one of them."** Peter or the Dark Phoenix hissed as he reared his other hand back and formed a fist, intent on ramming it through her skull and killing her before he was suddenly entrapped in several scarlet energy tendrils conjured by the Scarlet Witch who was flanked by Stark and T'Challa.

"Spider-man, stop, you're gonna kill her!" Stark said as he took aim at the man with his last working repulsor.

Spider-man growled in annoyance as he physically exerted himself and tore through the energy tendrils and blitzed them in a red and black blur and knocked them all away with a swipe of his arm, the energy flowing through it enough to put Stark's Arc Reactor to shame. Stark's armor cracked and dented as it was sent across the chard landscape while T'Challa had landed in a roll before he drew two Vibrainium daggers and threw them towards Peter only to watch as they seemed to breakdown into dust as they came within several feet of him.

The small cloud of Vibrainium hovered in front of Peter before it formed into several dozen small shards and were sent towards the monarch of Wakanda.

"…Dammit" T'Challa said before several of the shards embedded themselves into his body, landing in his Vibrainium weaved suit's seams and forcing him to his knees before he blasted back by a telekinetic shockwave fired from Peter.

Peter grunted at this before he was suddenly blasted in the back of the head by Carol. He stumbled forward in slight surprise before he blocked a Photon powered punch and head-butted Carol with enough force to break the energy absorbing woman's nose. Carol winced at the feeling before she was seized by the face by Peter.

She held back a pained whimper as his suit seemed to burn her skin as he held her close to her before he drove his knee into her gut, knocking both the wind and some blood out of her mouth before he spun around and slammed her into a small pile of rubble next to him, sending bits of debris into the air as Carol let out a pained moan.

Peter let out an inhuman growl as he raised his arms, ready to slam them down on to her prone form before they were blocked by a small force field of scarlet energy. Peter's lenses narrowed as he saw this and began to slam his fists into the shield, his impacts creating powerful shockwaves as Wanda struggled to keep her barrier up as Peter tried to tear into it until finally.

 **KWOOOOMMM!**

His last punch completely destroyed the barrier before he held his hand out towards Wanda and mentally dragged her through the ground and into his grip before he took the struggling Mutant woman and slammed her into Carol, causing both women to let out pained groans.

Peter growled at the two beaten women at his feet and was about to incinerate them before he suddenly ducked under a kick from Nightcrawler 'BAMF'd behind him and tried to kick him only to have his three-pronged feet to meet empty air. The teleporting X-man landed in a crouch before he was grabbed by his tail and yanked around in a circle by Spider-man before he released the blue devil looking man towards the far end of the area and watched as Kurt teleported away.

Peter growled as he mentally scanned for him until he found him near Cyclops, Havok, Emma, Hope, Rachel and…

' ** _Colossus'_ ** Peter grinned darkly as he suddenly appeared before the small group. **"Hehehehe… going somewhere?"**

"H-Holy shit…" Hope said with wide eyes towards Spider-man as she took in his appearance, he looked even worse than when she saw him not even five minutes ago!

"Spider-man…" Cyclops said, his visor having been retrieved, glared at the wall crawler before he shook his head. "Not looking too well."

 **"If you ask me, I'd say I've made this host better than ever."** Spider-man said with a dark laugh as he held up his hand and examined it as red cosmic flames formed in his palm before he extinguished it by making a fist. **"The amount of rage, regret, utter loathing for both himself and the universe in this one is… almost intoxicating."**

"This host… this one…?" Emma said with a frown before her eyes widened before she assumed her diamond form. "Scott, he's–"

"I know." Scott said evenly as he stared at Spider-man's still form, the flaming aura having receded some before he suddenly let out a pained yell as he clutched his head.

"Scott!" Alex said as he caught his brother as he let out an agonized scream as Spider-man tore into his.

 **"Ahh… there she is."** Spider-man said as he looked to the east where he could 'see' and 'feel' where the rest of the X-men and Atlantean forces were… along with Magik.

Her brother seemed to realize this and took a step forward, a dark glare etched on his face. "You stay away from her!"

Spider-man glanced at the approaching Juggernaut with dark amusement. **"Oh, and you think you can stop me?"**

He was now standing before Spider-man, glaring down at the wall crawler before suddenly he was sent flying back by a push from the corrupted wall crawler. **"Good luck with that big boy… hehehehe…"**

Cyclops and Havok both opened fire on the man's form with their optic blasts and watched as red and blue beams seem to stop mere feet from him before they were slowly formed into two red and blue orbs that began to grow, forcing the duo to cease their attack. They watched as the two orbs of energy orbit Spider-man for a moment before they suddenly condensed down from basketball sizes to something no bigger than a golf ball.

Spider-man stared at the duo before he chuckled and spoke in an icy tone that froze everyone present to the core, "My turn."

The two orbs suddenly flew towards the group but instead of hitting the Summers brothers like most thought, the red orb made of Scott's optic blast hit Emma and the blue scored a direct hit on Kurt before he could teleport away, sending the man flying back with the White Queen.

"KURT!" Rachel shouted in fear at seeing her friend slam into the ground followed by a powerful blue blast as the energy was released in a violent explosion.

She tried to rush towards him but Spider-man was suddenly in front of her with his head quirked to the side.

 **"Hmm… you used to have my power…"** Spider-man said as he caught a punch from the woman before glancing at her fist. **"But no longer…"**

 **KRRAKK!**

"AHHHH!" Rachel screamed as she felt the bones in her hand break as Peter proceeded to completely crush her hand in his grip before flicking his wrist and dislocating hers before he let her go with a slight push and watched as she fell to her knees holding her destroyed hand, tears falling down her face as she tried to use her telekinesis to hold her hand together.

Spider-man chuckled at the display she made and turned just as Colossus returned. The current avatar of Cyttorak arrived and slammed his metal fist into the possessed wall crawler's face, causing his head to snap to the side and nothing else. Spider-man slowly turned his head back towards the larger man before he suddenly seized him with a telekinetic grip and held him in the air as Cyclops and Havok blasted at the web head with their optic beams only to watch as the energy blasts didn't even seem to faze Spider-man anymore.

Spider-man's lenses turned towards the two Summers brothers before twin beams of cosmic fire shot from them and right at the ground before the two men, creating a powerful explosion that sent both of them flying back while Spider-man returned his gaze towards Colossus and quirked his head to the side.

 **"Your sister hurt me…"**

Colossus didn't respond as he tried to break free of Spider-man's hold on him only to fail. Spider-man hummed in thought as he held the large man in the air. **"I'm tempted to hurt you… to make you feel the same pain that Jessica felt as your bitch of a sister rammed her sword through her. I want to hear your sister scream out in horror as she watches while I tear you part before stitching you back together and condensing you down to a ball of blood and metal right before I take it and ram it down her throat and expand it until her neck is torn apart!"**

He then had Colossus slammed into the ground before he slammed his foot down on the organic metal skinned man's head with enough force to cause it to crack slightly **"But no, that'd be too easy to be honest, plus you've already died once and came back…"**

Spider-man ran through possible scenarios on what to do with the brother of Magik before the dark seductive voice echoed in his mind again.

 **' _I know what will hurt her… what will haunt her even in death…'_**

' _Oh… and what would that be?'_ Peter questioned with a frown as he brushed off a telekinetic blast from Emma and returned the favor with an even more powerful attack of his own that caused her diamond skin to crack and dent, forcing her out of it or risk being killed should it shatter.

The voice chuckled as the flames around Peter grew in intensity **_'Simple… have her brother hurt her and leave her to die knowing he'll never forgive himself.'_**

Not too far away near the lake, Most of the X-men had regrouped with Namor and his men along with Charles Xavier and Beast. The former staring at several of the X-men with a look of extreme anger and disappointment, most of which was directed at a now conscious Magik.

"Do you have any idea of what you've Magik?" Charles asked with an angered tone, it was rare for him to lose his composure to such a degree, but to see what his former students and team have done to cause Spider-man to lose control of himself, well none could blame him.

"Had I known that hurting his little girlfriend would cause him to lose control of the Phoenix so easily, I wouldn't have bothered." Magik said with a frown before she hissed in pain as Magma cauterized her wound.

"You shouldn't have bothered with doing that in the first place regardless Magik." Psylocke snapped at the younger woman as she struggled to maintain the psionic barrier around the group, she knew it wouldn't do much against Spider-man, but it may at the very least give them some time to get the hell out of here.

' _Not that it'd matter… I doubt there's anywhere we can run that he can't follow us to…'_ Betsy thought as she glanced around at the devastation, all to help save her race. The last part caused her to snort in grim amusement. _'Save, if anything we just doomed all of Mutant kind… and any sympathy we had was crushed the moment Scott and Namor launched this attack on Wakanda and then Magik going and screwing the pooch into a blender with what she's done in regards to Spider-woman–"_

 **"Nice to see there's still some in the X-men with a damn brain."** Spider-man's dark voiced echoed around the group before suddenly Betsy let out a scream as her mind was blasted by a sort of telepathic grenade being set off in her mind, nearly rendering her unconscious before she was brushed to the side as Spider-man appeared out of nowhere before the group of Mutants and Atlanteans.

"Oh my stars and garters…" Beast said with horror as he and the rest took in Spider-man's form, now seemingly under the complete thrall of the Dark Phoenix.

"Spider-man… Peter, what's happened to you?" Xavier said in complete shock at the man's appearance. He tried to reach his mind but was completely blocked by what seemed to be a raging inferno of anger and hate

Spider-man's head quirked to the side **"Xavier… you're a man of the world, you tell me."**

The first leader of the X-men and its founder swallowed nervously as he took a few steps forward, his hands up to show he meant no harm, though at this point he doubts he could harm Spider-man in any shape or form. "Peter, I know what Scott's people had did to Spider-woman. I know you're angry, I don't blame you, but The Phoenix, it's changing you, altering your mindset, and you need to fight it before you go too far."

 **"Oh, and what do you think is too far human?"** Spider-man growled, his voice not his own but seemingly is at the same time as he quirked his head to the side before he gestured to the darken city of Wakanda not too far away from the group. **"From what I've seen, to beat Cyclops's X-men, I'll have to go just as far as they are willing… and maybe even farther."**

It was then that another from appeared behind Spider-man, it was Colossus but he was now different from before. He was wearing a red and black version of his suit while the chest was now sporting a large burning symbol of the Phoenix. His eyes and mouth were also glowing and seemed to be filled with fire.

Magik's eyes widened in shock at the sight, "My god… Piotr!"

Spider-man chuckled as he leaned against the now enthralled Juggernaut. **"I'm afraid poor Piotr can't hear you little Magik. He's too busy screaming in agony within his own mind to hear anything else but my voice…"**

He then pushed off Colossus and pointed towards her with a sadistic grin under his mask. **"And right now I'm saying… kill!"**

And at that, Colossus charged the group with an inhuman roar all the while the Phoenix within watched with dark glee before it stopped as it slowly turned to see the Scarlet Witch standing not too far away, red mystical energy gathering around her form as she glared at the possessed Spider-man.

"Phoenix… let Spider-man go, now!" She said in a calm but powerful voice.

The Phoenix fully turned towards Wanda and narrowed his eyes at her. **"Wanda… hmm if there's one person here that I've fought that I'm actually wary of, it's you."**

He then sent a powerful cosmic blast towards her that she deflected with a shield before she responded with a beam of chaos energy that The Phoenix parried away with a flick of his hand… before he hissed in pain and looked to see that her attack had actually hurt him. His eyes narrowed as he glanced back at Wanda and sensed she was channeling a large amount of power now, more so then she had earlier which meant one of two things.

One, she's now no longer holding back or two she's somehow feeding off the chaos here, the pain and death and somehow channeling it into her to increase her power… or both.

The Phoenix growled at her as he sent a wave of cosmic fire towards the Witch who responded with a wave of scarlet energy and the two forces collided in a powerful explosion that blanketed the entire area in red light as they fought for dominance all the while, the enthralled Colossus battled with his comrades who were falling left and right to his new power as he made his way towards his terrified sister.

…

Scott let out a hiss of pain as he forced himself to his feet and looked around to see his brother, Emma, Rachel, Nightcrawler and Hope all on the ground and in various states of injury. Hope being the least harmed with Emma and Havok seeming to be in the worse conditions. He then felt a tremor run through the ground and looked around for its source before a large bright light followed by a thunderous boom from the nearby shoreline drew his attention.

Scott watched as he could make out the cosmic fire and scarlet energy seemingly fight each for other while not too far away, Atlantean energy rifles, lighting strikes and explosions lit up the sky. He made to stand up and call in to see what the hell was going on when suddenly.

 **SNIKT!**

Scott paused as he felt three metal clawed tips press against his side.

"One move that I don't like Slim, and I swear to god I'll gut you here and now!" Wolverine growled at the man as he stood behind along with Captain America, Black Panther, Iron Man, Ms. Marvel, Quicksilver, Red Hulk, the Thing, the Human Torch and Mister Fantastic.

The one's whose faces weren't covered stared at the leader of the X-men with varying looks of anger, with Carol and the Fantastic Four's being the most potent.

Before Scott could say anything, Steve beat him to the punch by ramming his fist into the man's head, knocking several teeth loose and causing Summers to stumble to the ground. Steve glared at Scott as he pointed towards the nearby fighting.

"Is this what you wanted Scott? To have Spider-man lose control and destroy everything because the Phoenix didn't choose Hope? To have him hurt your people and possibly destroy the world because you weren't willing to just talk this out!?"

Scott spat out a small amount of blood before he glared at the leader of the Avengers "He would have lost control soon enough anyway with or without my help…"

"And you think Hope wouldn't have?" Steve demanded as Black Widow and Hawkeye appeared and began to restrain Emma and Havok's unconscious forms while Hope sat up and rubbed her head in pain.

"God… what hit me?"

"A god…" Widow said as she moved to secure Nightcrawler before all of their attention was drawn towards the power struggle between Spider-man and the Scarlet Witch.

Reed saw this and frowned "She won't be able to hold her own against him for long. Wanda's powerful, perhaps then all of us present combined but against the Phoenix…"

"She needs help!" Quicksilver said before he blitzed towards his sister and her adversary, leaving the rest behind to watch.

Stark glanced towards Steve with a worried look "What's the plan Cap?"

Steve stared around him at the devastation before his eyes found the fight of Spider-man and Wanda again and sighed "Honestly Tony, I have no idea what we can do now, short of calling in every Avenger we have on roster and the reserves and hope that it'll be enough"

"It won't be enough…" Scott said as he sat on the ground and glanced over to see the Phoenix flames starting to overpower the Scarlet energy "It's the Phoenix, nothing can stop it now…"

He then glared at the Avengers. "And it's all your fault!"

"You fucking little–" Carol tried to leap at the man but was stopped by the Thing who glared at the optic beamed man.

"Don't Carol, he's not worth it… not anymore."

Carol tried to break free of Ben's grip before she eventually stopped and let out a huff before her attention and the other's was drawn towards a powerful explosion by the lake that cased the ground to tremble.

"At this rate, the entire country's going to be in ruins" Stark said as he analyzed the date on his armor's HUD before looking at Steve. "I'll call in everyone we can. SHIELD, SWORD, and every person that is or was an Avenger…"

"Right…" Steve said as he looked around for his shield before spotting it half buried in the ground, He walked over and tore it from the charred ground before fitting it on to his arm and he glanced at the other Avengers "I won't lie, I'm not sure some of us will survive to see tomorrow with how things are going. If that's true then I just want to say… being an Avenger, fighting side by side with you people… they've been some of the greatest moments of my life and I'm honored to have known you all."

"Yeah, sure go ahead and remember happier times, we'll all be dead soon with how things are going–" Scott started only to be cut off as Logan slammed his fist into his head, cracking his skull and knocking the man out with a brutal punch.

"Slim, for once just shut the hell up" Logan growled before he glanced towards the distant form of Peter with a sad look as he was briefly reminded of Jean's fall to the Phoenix.

' _Christ… I know that history has a fucked-up way of repeating itself, but this was thing I hoped to have never gone through again'_ Logan thought sadly as he watched his friend, really someone he's sometimes seen as the son that he never had lose himself to the cosmic entity, just like Jean had before his expression hardened and he glanced at Red Hulk.

"Ross!"

The former arch enemy of Hulk glanced at Logan along with a few others as the short man approached the red giant "What is it?"

Logan's response was to hold up three claws with a grim expression on his face. "Fast ball special, Hulk style, you up for it?"

Ross stared at the man for a moment before he nodded. "Yeah, I'm up for it."

"Logan, what are you doing?" Steve asked as he and the other Avengers watched the Red Hulk pick Logan up and get ready to throw him.

Logan was silent for a moment before he looked at Steve. "Something really heroic and really stupid at the same time…"

Red Hulk then threw the man towards the distant form of Spider-man who looked to be standing over the beaten form of Wanda and her brother. Logan unsheathed his other claws and held them out in front as he neared Spider-man's from at blurring speeds and for a moment it looked like he was about to hit him when he came to a jerking stop, the tips of his claws just half an inch from Spider-man's back.

 **"Hehehehe… you actually didn't think it'd be that easy, did you?"** Spider-man hissed as he turned around to see Wolverine glaring at him. **"Now what am I going to do with you I wonder…"**

…

 **And done.**

 **Next chapter… Death**


	7. Chapter 7

Answers to reviewers' questions or statements:

 **MCRasengan** : An X-man will die, won't say who though. Yeah Jessica is sleeping through all of the good parts.

 **treyalexander63917** : Oh he'll have plenty to be guilty about when this is over.

 **Harbinger of Kaos** : It's the Dark Phoenix, things get dark whenever it pops up plus Spider-man can be a dark and brutal character if pushed comes to shove. Back in Black and Grim Hunt are prime examples of what happens when Peter's dark side is unleashed, only difference is he's got the Phoenix backing him.

 **Rake1810** : Who says he isn't? Besides if Jean Grey and Emma Frost, two of the most powerful telepaths on Earth can't resist it's manipulations after one was exposed to it for years, how can he when he's been exposed to it for like a week, most of which was him being in a coma?

 **Lustful-Angel96** : It won't be Spidey that ends up dead, story would be a lot shorter if it was.

 **Marveldcfan** : It's being a little possessive but more along the lines of it doesn't want to lose another host than any sort of lust for it's new avatar.

 **Corvokuro** : Let's just say that his guilt complex and self-loathing will skyrocket after this.

 **DannyPhantom619** : Fair enough.

 **Spawn Hades** : There will be repercussions from this, maybe not prison per say for Peter but well… this incident, it's going to be like when Hal Jordan went all Parallax. It will haunt him for possibly the rest of his life and cause others to look at him in distrust or even fear. Even Carol and Jessica will be a little weary of him at first, not because they don't trust him but because they don't know if the next time Peter loses control, it'll be for good.

 **gunman** : There'll be a happy ending, this story just has a rather dark beginning, sort of to motivate Peter to gain control of this power best he can because if he doesn't, next time could be worse than this, hard as that is to believe.

 **Ed** : Uh what control? Peter isn't the one in the driver's seat anymore. And what do you mean Steve was able to accomplish something that Omega level beings couldn't, all he's been able to do is direct the Avengers and throw a shield at the Phoenix. Wanda and others have tried to fix what happened after the House of M, multiple times. Wanda can't because she's nowhere near as powerful as she was during that event which saw her at her absolute zenith in power and ability. She had to combine her power with Hope who was the White Phoenix of the Crown to begin to undo her 'No more Mutants' spell thing.

 **chimera629** : They did have sympathy of others and people have tried to help and fix what happened to the Mutant population after the House of M, but Wanda's reality warping affects couldn't be undone by even Doctor Strange and that guy is capable of altering reality almost as much as she was at the time before his depowering and losing the title of Sorcerer Supreme. Plus, it's hard to feel any sympathy for or want to help a group of people with several members that are willing to go to serious extremes and willing to invade another country, kill innocent people and attack one of the Avengers members and nearly kill several others just so they can get something that might end up killing Hope like it dead her predecessor Jean and possibly the world with the weak excuse of 'she was supposed to have it'.

 **Dante 101** : Yeah, this whole thing is going to be sticking with Peter for a while but he'll have to get over it if for nothing else because the Phoenix will feed on the self-loathing and anger and start this all over again, won't be easy but he'll have to if he wants to prevent another rampage like this.

 **Cosmicspiderking** : I've toyed with something like that before in the past.

 **superspiderfan** : That might be a little hard for her given that she and pretty much all of Scott's X-men are now on Peter's shit list.

 **Guest** : Bobby and Angelica are at Logan's school. When Rachel left with Hope they tried to stop her but she incapacitated them along with several others. They sided with Logan and would have backed Peter if they were there.

Yeah… lot of you guys are probably gonna hate me after this chapter with whose dying though I'm sure several of you already know who it is.

Also be sure to check out some of my other stories like Gears of War: Onyx Spider and Bloodied Warrior of the web… yes I'm using a more popular story to get the word out about two others stories, I'm desperate.

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

Logan let out a growl as he watched Spider-man… the Dark Phoenix… stand in front of his suspended form, silently watching as Colossus tore through the X-men and the Atlanteans with a sort of brutality that Logan didn't know that the Russian could display…

' _Or have implanted in him'_ Logan thought as he stared at the corrupted form of his friend.

" **You seem… unhappy"** Spider-man stated as he quirked his head to the side **"I can sense it… I can hear it… your unhappy with my actions"**

"Really? What gave it away Phoenix, the fact I just tried to impale you with my claws?" Logan asked with a scowl.

" **Phoenix** **…"** the cosmic being sounded as his head rocked side to side in amusement **"What happened to webs?"**

"Webs is reserved for a friend, a rather annoying one, and you're not him" Logan hissed before he was suddenly slammed into the ground with enough force to knock the wind out of him.

Spider-man stared down at Logan's form as he circled it **"Hmm… you seem very unhappy with me Logan… so angry, it can't be just because I'm letting your friend here avenge poor Jessica"**

"Letting, your lying to him and using him for whatever the hell it is you want!" Logan gritted out as he tried to push himself up only to be slammed back into the ground "You know she's still alive, you know she's going to make it!"

" **Perhaps, but then again, when as anything ever gone my new host's way hmmm?"** The Dark Phoenix questioned as it crouched down next to Logan and pressed a flame coated finger against the side of his head, enticing a groan of pain from the man as the cosmic flames burned his skin **"You know, now I'm beginning to remember you little Logan… you were once attracted to my previous host… Jean"**

Logan's eyes narrowed as he tried to break from the cosmic being's grip only for it to laugh as he stood up **"Poor Logan… if only you knew…"**

"Knew what?" Logan demanded as he felt the pressure keeping him down loosen.

" **Knew… how much she didn't love you"** the Dark Phoenix chuckled before suddenly it kicked Logan away with a thunderous boom.

Logan let out a silent scream of pain as it felt like his body was flattened while he soared through the air at blurring speeds before slamming into the ground, creating a long and deep trench before he came to a bloodied, painful, stop. The Dark Phoenix chuckled at this as it approached the smoking form of the Wolverine. Its lenses narrowed slightly as it saw the burns and scars on him beginning to rapidly heal.

" **Hmm, can't have that now, can we?"** The Dark Phoenix said as suddenly Logan felt his injuries stop healing entirely and the ones that still were, were going at a snail's pace compared to before.

"…Oh fan-fuckin-tastic" Logan groaned as he was blasted away again by another beam of cosmic energy, this one burning off the top portion of his suit and leaving a wide array of second and third degree burns across his torso, some of which exposed the Adamantium bones under his skin.

The Phoenix chuckled at this as it stood above Logan's prone form before it glanced over to see Colossus nearing the terrified form of his sister as he slammed Namor into the ground and stomped the king of Atlantis's head into the ground which caused a powerful tremor.

"You really need to work on your lying" Logan gritted out as he tried to pick himself up but found the muscles in his arms not responding.

The Phoenix's eyes narrowed at this before glancing back down at the feral mutant.

" **Oh, and what makes you say that?"**

Logan glanced up at the Dark Phoenix and smirked even though it was hard to do given part of his upper lip was burned off and it hurt his jaw for it to move "Well for one, you haven't killed anyone yet. After all, if you really are in full control, then Magik, Scott, and all of his X-men would be dead now, but they aren't. Which means… Peter's holding you back"

The Phoenix's eyes narrowed at this as it stared down at Logan's form with a silent glare which seemed to confirm Logan's theory and gave him a little hope that he can somehow reach through to Peter, the problem was getting past the Phoenix to do so.

Before he could think up of a possible way to achieve something like that, The Dark Phoenix suddenly turned to catch Mjolnir just before it could hit it's hosts body. The Phoenix's arm strained briefly to hold back the power of the hammer as it held it in place while Thor, who's armor was cracked and scorched, stood there with slight surprise on his face. He clearly wasn't expecting that!

" **I'm getting really tired of this damned hammer of yours, Odinson"** the Phoenix hissed as cracks began to appear on the enchanted weapon with bits of lightning and some sort of unknown cosmic energy started to pour from the damaged areas before it was suddenly sent flying back into the God of Thunder with a sonic boom that caused Logan's teeth to shake and sent the God of Thunder flying into the form of Colossus has he just reached for his sister.

 **KOOOMM!**

The two powerhouses were sent flying into the lake with a massive explosion that send hundreds of gallons of water flying into the air. The Phoenix's eyes narrowed at this before glancing down at its hand and made a small sound of confusion.

"Heh see?" Logan chuckled weakly "He's holding you back still… or at least diverting some of your attacks"

It was then the air around Logan and the Phoenix grew heavy as the cosmic entity of life and rebirth turned towards Logan with a darker glare then before and began to slowly approach him. Logan felt himself lifted into the air again and brought in close towards the Phoenix's hidden but enraged face.

" **Perhaps you are right in that he's holding me back in some form…"** it hissed before the flames around it darkened even further and grew in intensity **"So perhaps I should stop trying to manipulate this host… and just take over entirely. He'll thank me later"**

Logan's eyes widened at this as the Phoenix blasted him back with a funnel of cosmic fire, enticing an agonizing scream from the Wolverine as he was sent flying through the air before he crashed into the ground. The Dark Phoenix began to approach the smoldering but alive form of Logan before the flames surrounding it's form lashed out and caught the circular shield of Captain America before it flung it to the other side to block a beam of energy fired from Iron Man's repulseors. The Phoenix stopped and looked around to see it was also surrounded by Red Hulk, the Thing, the Human Torch, Ms. Marvel, T'Challa, the Witch and Quicksilver.

"Spider-man… Peter… stand down" Rogers said as he stared at the burning form of his friend.

"Yeah, we get it buddy, some Mutant demon girl nearly offed your girlfriend and your pissed. Now quit with the temper tantrum!" Red Hulk said as he cracked his knuckles and glared at the cosmic being.

The Dark Phoenix didn't respond as it looked around itself before it began to chuckle darkly as the energy it it's arms began to build, much to the worry of the Avengers. The Phoenix raised its arms over its head and smirked darkly.

" **Temper tantrum Ross? You haven't even begun to see me throwing a fit"**

It then slammed its arms into the ground and the area was blanketed in a bright light.

…

Half a mile away by the Fantastic Four's car, which has since morphed into a sort of mini portable lab, Reed was moving with a level speed that one would think his powers were super speed rather than elasticity as he typed away on a small terminal that showed Jessica's vitals with one hand while he typed away on another that had was linked to an old weaponized satellite that Stark used against the Hulk back when he returned to earth after his banishment while Sue was busy treating the wound the spider themed woman received from Magik.

Not too far from them, Franklin and Valeria had just seen a bright light followed by a powerful explosion tear through the early morning sky. Franklin glanced back at his mom with worry.

"Will they be alright mom?"

Sue stopped in her work to look at what her children were seeing with a frown "I don't known honey… I just don't know anymore"

"Dammit…" Reed said suddenly as he stared at another monitor that he had monitoring SHIELD. What he saw was a little troubling "Maria is in bound with six Heli-Carriers and what looks like half of SHIELD"

"Is that bad?" Franklin asked as the ground shook again.

"It'll escalate things even more so then they already have" Valeria said as she monitored the distant battle between the Avengers and the Dark Phoenix. She than glanced back at her father "We need to stop him before they arrive or Spider-man will have a lot more deaths on his conscious"

"Hey, we don't know if he's killed anyone yet!" Franklin defended his hero.

"At this point, it's only a matter of time Franklin. Peter, he's lost complete control and as strong and as stubborn as he is, I don't see him overpowering the Cosmic entity of Life, Rebirth and Destruction… not on his own at least."

Before Sue could respond Jessica made a pained grown as her eyes fluttered open "Shit… the hell hit me?"

"A girl who's the ruler of a realm of demons with a big sword" Sue said as she placed a hand on Jessica's shoulder when she tried to get up "Hey stay down, you're in no shape to be moving and I can't risk you pulling the stiches"

Jessica nodded weakly before she and the others felt a tremor followed by a distant boom. She turned her head and just made out a massive explosion of cosmic fire in the distance by the lake. It was than she noticed the amount of destruction down there "Oh my god… what happened?"

"The short version?" Sue said as she let out an exhausted sigh "Magik wounded you to the point of near death… in front of Peter"

Jessica stared at the older woman for a moment before her eyes widened as her words clicked "She didn't…"

"She did, and Peter…" Sue trialed off as she tried to find the right words to describe what was going on "Well he reacted like every other time someone he cares about gets hurt. Only this time he has the backing of a cosmic being instead of his usual powers or Venom"

"Oh, that's just dandy" Jessica groaned as she tried to get up only for Sue to push her back down gently "Let me up!"

"Jessica, in your state you will die if you're not careful and if that happens this entire situation will only get worse" Sue said as she used a forcefield to keep Jessica restrained.

"Sue, I'm not going to sit on my ass while that damn chicken is using Peter to bring about another freakin apocalypse!" Jessica said as she tried to move "Come on, all I have to do is show I'm alive and he'll hopefully calm down"

"And if he doesn't?" Sue countered with a frown.

Jessica had no response to that as another explosion briefly illuminated the early morning sky. This time red cosmic flames were joined by Scarlet energy and what looked to be bolts of lightning from either Thor or Storm and Iron Man could be seen flying over the carnage firing what few missiles he had left and his repulseor beams into the fray.

"Got it!" Reed said as he typed in a few more keys on the monitor with the satellite's image on it.

"Got what?" Sue asked as she turned towards her husband before her eyes widened at what she saw "Is that-"

"Yes… it's the same weaponized satellite Stark used against the Hulk when he invaded the Earth with his Warbound and the armies of Sakaar" Reed said with a sigh as he glanced back at the battle "I've made a few adjustments to it with some of the data Tony has on the Phoenix. After Peter was brought to Wakanda, Tony flew back up there and added the parts of the armor he was going to use to fight the Phoenix and implemented them into the canon… just in case"

Sue, Jessica, Franklin and Valeria stared at Reed for a moment before Jessica's eyes narrowed "Did you have any hand in that? You and Stark have an unfortunate history of making these kinds of stupid decisions behind everyone's' backs"

"Honestly no, I only found out what Stark did when the X-men began their attack. He asked me to get it up and running in case the Phoenix somehow got out" Reed said as he glanced back at the monitor "I was hoping I wouldn't have to use this. For all I know, this could kill Peter rather than stop him"

"Then why are you starting the damn thing up in the first place?" Jessica asked with an unhappy expression.

"Because I won't be using it on Peter" Reed countered as he made a few more adjustments to the satellite's systems. "The reason I was taking so long was because I was modifying it. Giving it a new target to shoot. Several in fact. It may not do much but it could help tip the scales in our favor again. On the plus side, it'll drain the canon of most of it's energy so when I do blast Peter with it, it should render him unconscious"

Jessica didn't seem to like the fact that even Reed was uncertain of the outcome. Sue either based on her frown while Franklin looked beyond worried as he glanced back at the distant battle while Valeria made her way over to the monitor that Reed was using and checked his work. After a few seconds, she nodded.

"It'll work. The canon will collapse in on itself after the third firing, but it should neutralize Peter without possibly killing him"

Reed stared at her for a moment before he gave a nod as he typed in a few commands and activated his ear piece "Carol? Can you hear me?"

…

Carol let out a pained groan as she pushed herself up before she let out a pained cough. She glanced around her and saw Black Panther, his suit reduced to shreds lying a few feet away along with Black Widow who looked to have been ran over by a tank a few times and Hawkeye who's bow was snapped in two and a few arrows embedded in his legs. They looked like they were still alive but it was obvious they'd be sore for a while.

"Them and everyone else" Carol muttered before she heard Reed's voice in her com link

" _Carol can you hear me?"_

Carol let out a sigh as she responded "Yeah I can hear you Reed. How's Jessica, is she alright?"

" _She's fine. She just regained conscious a few moments ago and has been brought up to speed with what's been going on"_ Reed stated.

"What's there to explain?" Carol said as she looked to see Peter… the Dark Phoenix… overpowering Thor, Iron Man, Red Hulk, a badly wounded Giant Man and a barley standing Namor at the same time "We're getting our asses kicked by the Dark Phoenix because Scott's X-men couldn't wait one fuckin week for Peter to settle and start to learn how to control that damn power so he could help their ungrateful asses and not having a goddamned breakdown like he is now!"

If she could see Reed on the other side, she would have noticed him flinch at the volume of her voice before he cleared his throat _"Yes well, I may have something that can help us stop it without having to possibly kill Peter"_

Carol's eyes narrowed at this, resisting the urge to tear into the man about having to possibly kill Peter to stop his rampage in the first place "What is it?"

" _Is Ross with you?"_ Reed questioned just as the Red Hulk slammed into the ground next to her.

"He is now" Carol said dryly as she gestured for the Gamma irradiated man to wait and listen to what Reed had to say.

" _Good, because this is going to require both of you and to be honest… it'll hurt"_ Reed warned the two energy absorbing beings

"Just get on with Richards" Ross grumbled as numerous scars across his chest started to heal, albeit at a slow pace. Either from his healing factor starting to run out of juice as it's being forced into overtime from his fight with the Dark Phoenix or perhaps the cosmic being's manipulations. Perhaps a bit of both.

" _I'm going to use the same satellite that Tony used against the Hulk in his fight with Sentry only this time I'll be using it to empower both of you. Try to weaken the Dark Phoenix as best you can before I fire the rest at him"_

"Will it kill him?" Carol asked with an edge in her voice.

" _No, and I wouldn't be suggesting this if I wasn't certain it won't. To be on the safe side, I had Valeria double check my work"_ Reed said before he added in a lower voice _"Peter's part of my family too, Carol. If there's a chance to save him without having to possibly blast him with the equivalent of a concentrated nuclear blast amplified by a thousand, please tell me"_

Carol was silent for a moment as she did try to think up an alternative before she sighed in defeat "I can't… I really wish I could though"

" _So, do I Carol… so do I"_ Reed replied before he was suddenly interrupted by a SHIELD cargo plane rushing overhead the battlefield, much to his and others confusion _"What on earth…?"_

It was then that Maria Hill's voice echoed through the Avengers commlink _"Well, I guess this answered my question on wheatear Spider-man can keep the Phoenix Force in check… he couldn't. Big surprise there"_

" _Maria, what are you doing here?"_ Steve's voice sounded off through the net, filled with a mixture of exhaustion, anger and dread.

" _Finishing this fight Rogers. Don't worry, I'm not dumb enough to just throw a bunch of agents at a being as powerful as the Phoenix"_ Maria said as if she were telling a child that their question was silly and shouldn't have been asked in the first place.

" _What do you have in mind Hill?"_ Stark asked as he narrowly dodged a cosmic ball of fire _"A really big hose to douse the Phoenix in before tossing it in a really big bird cage?"_

" _No… I'm going to smash this damn thing into the dirt"_ Hill said before she cut the line.

"What did she say?" Carol said with wide eyes while Ross looked up at the cargo plane approaching Spider-man with its rear hatch opening. He made out a distinct form inside and couldn't help but sigh

"You've gotta be kidding me…" Ross shook his head at what he was seeing.

" _What is it Ross?"_ Rogers asked with growing anxiety.

"When she said she was going to smash the Phoenix… she wasn't joking. She's going to have it smashed" Ross aid as the figure fell from the back of the plane that pulled out of the area as fast as it could realistically go.

" _Please tell me she didn't…"_ Steve said with dread.

"Afraid so Cap'n… she brought in the Hulk" Ross said as the now identified Hulk landed before the Dark Phoenix with a titanic boom. The ground shook under the force of the strongest one there is while the Dark Phoenix took several steps back, not in fear but more so in surprise that the original Omega level threat had arrived.

The Hulk glared at the Phoenix with green rage filled eyes before letting out a monstrous roar **"HULK… SMASH!"**

He then lunged at the cosmic entity of rebirth with both fists raised and brought them down on a psionic shield conjured up by the Phoenix.

 **KRAKOOOOM!**

The force of the impact caused everyone to stumble before they quickly regained their footing. Carol gaped at the sight of the Hulk pounding away at the Phoenix's shield before he himself was blasted away by a funnel of pure cosmic fire.

Carol stated at this for several moments before she contacted the leader of the Fantastic Four "HIT US NOW REED!"

" _Firing in three… two… one…"_

Suddenly a beam of energy shot down from the sky and collided with Ross and Carol's forms, coating the entire area in a bright light as they absorbed the vast amounts of energy, their wounds healing and their powers levels replenishing before they began to grow and expand to far greater levels that they rarely experience.

…

The Hulk growled in rage as it pushed itself up out of the small crater he made when he was blasted away by Bug-man. The Hulk spat out a small glob of blood before the area it was in was illuminated by an eerie red light. The Hulk looked up to see the Dark Phoenix glaring down at him with narrowed lenses as a beam of light struck the ground not too far away from their position, neither seemed to really notice it as their attention was focused solely on the other. After several tense seconds, the Hulk growled at the corrupted form of his friend and let out a deep huff.

" **HULK STRONGEST ONE THERE IS. HULK SMASH STUPID FIRE BIRD FOR HURTING BUG-MAN!"** Hulk yelled before he brought his hands together in a powerful thunderclap that pushed the Phoenix back several dozen meters.

It tried to respond but the Hulk was already leaping towards it with a reared back fist that suddenly lashed out and collided with the avatar of rebirth. The force of the blow rivaled that of a nuclear bomb condensed into an area the size of city block, destroying everything in the immediate area. The Phoenix hissed in pain before it grabbed the next punch from the Hulk and stopped it dead in it's tracks.

The Hulks eyes widened slightly at this before they narrowed in anger and began to apply more strength. The Phoenix responded by blanketing it's other hand in fire and unleashed a powerful torrent into the Hulk's face, burning the skin and flesh in seconds and causing the Hulk to scream out in pain before the muscles and organs that allowed it to do so burned away, leaving a burned skull with only one eye left. The Hulk tried to respond with his own attack but the Phoenix blasted him away with a wave of pure psionic energy.

" **Your strong…"** the Dark Phoenix muttered as it rubbed the side of it's face that was hit **"But I'm stronger"**

The Hulk, who had risen back to his knees after being blasted back several dozen meters glared silently at the powerful being as if to say 'Hulk is stronger still and will smash stupid fire bird'.

The Phoenix seemed to either sense or hear this from the Hulk's mind as it raised a glowing hand towards the green giant **"Let's see just how good that healing factor of yours works hmm?"**

"Funny, I was thinking the same thing!" Carol said as she suddenly collided with the corrupted form of her friend and love and began to send a blurred fury of punches that created miniature shockwaves with each blow.

The reason for this was soon clear to the Dark Phoenix as it saw that Carol had transformed into Binary!

Her hair was now like some sort of cosmic energy flame that was also shrouding her body in some sort of aura. Her strength was now far beyond what is once was and the energy she was expelling into the Dark Phoenix was now beginning to hurt it, well technically it was hurting the host's body but the bottom line was that Carol was now capable of causing actual harm to it unlike earlier.

' _ **But how…?'**_ the Phoenix thought as Carol continued to send punch after punch into it's face when it suddenly remembered the beam of energy hitting the ground and the bright light that followed **'** _ **Oh… clever little animals-'**_

It's train of thought was cut off as Binary slammed her fist into the cosmic beings face again, this time filled with a combination of heat and light energy, that created a powerful concussive blast that shook the areas to it's foundations. The Phoenix winced at this before it grabbed Carol's hand and intended to crush it before she pulled it forward and before the Phoenix could blink, wrapped her legs around it's neck and secured her grip on its arm and wrestled it to the ground.

The Phoenix hissed as it made to break her hold on it when suddenly the Red Hulk and Green Hulk appeared and both slammed their fists into it's face. Carol gritted her teeth as she struggled to absorbed the vast amount of energy from both the Hulks' attacks and the Phoenix itself. As Ms. Marvel, the energy burned and scarred her but as Binary she was finding that while it was still causing some damage, it was also empowering her slightly more than before.

' _Though I'm not sure it's because I'm more powerful now or because the Phoenix is too busy getting its face smashed in by two Hulks to notice'_ Carol thought and hoped that there would be no permanent damage to Peter.

The Phoenix gritted its teeth in rage as it felt the energy being slowly absorbed by both the Red Hulk and Binary as the original Hulk continued to slam his fists into it. At this point, the Phoenix wasn't sure it would be able to maintain control until suddenly the possessed form of Colossus appeared!

Carol saw him and paled as the possessed X-man grabbed the Red Hulk by the shoulders and tore him off the Dark Phoenix before sending a titanic punch that caused her teeth to rattle and send the Hulk's former nemesis flying through the air. The green Hulk saw this and paused in its unrelenting onslaught against the Phoenix, much to Carol's fear as she saw the corrupted Spider raise a glowing hand towards the green brute as his focus was now on Colossus.

"Hulk look out!" Carol shouted as she tried to absorb the energy from the Dark Phoenix only to fail and watch as both the Hulk and Colossus were engulfed in cosmic fire. The Hulk roared in rage as it's flesh burned and his healing factor went into overdrive from his increasing rage to try and fix the damage being inflicted on his body.

Colossus merely collapsed to the ground, parts of his metallic skin looked to be partially melted as he laid there as a smoking heap, alive. It was then that Carol lost her grip on the Dark Phoenix and it responded by driving it's elbow into her abdomen, the blow caused carol to scream out in pain as a combination of blood and cosmic energy erupted from her mouth before it was slammed shut by the Phoenix covering it with its hand and pulling her in close.

" **When I'm done with you Carol… the pain… the feeling of violation at the hands of Marcus… will pale in comparison"** the Phoenix hissed darkly as it began to absorb the energy from the human-Kree hybrid faster then she can replenish until her Binary form dissipated.

Carol's eyes widened at this before she could feel the burning presence of the Phoenix in her mind, ready to begin purging her memories, her feelings, everything that made her who she was before the unthinkable happened…

 **SNIKT!**

Three Adamantium claws erupted from Peter's chest, causing him to unleash an inhuman, unearthly shriek that caused her eardrums to almost to burst from the sheer volume.

Logan who was standing right behind Peter's body didn't even try to cover his ears or even react to the noise, his ears were both already burned off from the Phoenix flames it blasted him with earlier and given that his healing factor had now stopped entirely, the old Mutant knew they wouldn't grow back, possibly ever.

' _Well… assuming I don't die of blood loss from unsheathing my claws…'_ Logan thought as he felt volume of the Phoenix's cry on what was left of his burned scarred skin as it thrashed about for several seconds _'Christ kid I'm sorry… I tried to keep history repeating itself and by the looks of it, I failed…'_

Finally, the Dark Phoenix stopped screaming before it pulled itself off Logan's claws, it hand going to the bleeding wound on its chest before it glared at Logan. The famed Wolverine returned the stare as he took in its injured form and smirked at what he saw a fight with both the Avengers and X-men looked like afterwards. The Dark Phoenix or more accurately Spider-man's lenses were severely damaged to the point they had fallen off to show the wall crawler's eyes glowing with crimson phoenix fire, numerous tears covered its legs, torso and arms along with the still bleeding wound on its chest. The cosmic being growled as it leaned in towards Logan with a snarl.

" **You miss your precious Jean so much… fine… let me reunite with her"** the Phoenix said in a low pained whisper as it raised its bloodied hand, cosmic flames pooling into it like a small cyclone before it slammed it against Logan's face.

There was no scream, no cries for mercy or even so much as a grunt as the fire consumed Logan's head before it grew to cover his entire body until a perfect shape of the man's body was formed by the intense flames for several long horrifying moments before it dissipated to show only his Adamantium skeleton standing completely still like a statute. The flames of the surrounding area and the Phoenix 's barely fiery visible aura reflected off the metal as they were burned completely clean of all traces of organic matter before it suddenly collapsed into a small pile of metal coated bones at the Phoenix's feet.

Carol and unknown to her, the rest of the Avengers and still standing X-men stared in complete horror at the scene before them when suddenly the near-earth shattering roar of the Hulk broke the stillness of the air as he landed in front of the malevolent cosmic being with a heavy thud the shook and cracked the ground. The Phoenix raised its head to see the Hulk's unparalleled rage directed at it and solely it.

" **GRRR HULK SMASH FLAMING BIRD FOR HURTING BUG-MAN AND KILLING CLAW MAN!"** Hulk roared as it lunged at the Phoenix and smacked it away with a powerful blow that sent ripples through the air.

The Phoenix didn't have the time to raise a shield to protect itself as it was sent flying through the air before the Red Hulk's fist slammed into it's chest. The force of the blow broke both several ribs in Peter's body that quickly began to heal as fast as possible and numerous bones in each o Ross's fingers. This didn't seem to dissuade the Red hulk as he sent another powerful punch into the Phoenix's form, knocking it back before the green Hulk landed behind it and slammed both hands on either side of it's head.

The Phoenix winced in pain before it unleashed a shockwave or cosmic fire and psionic energy that sent both Gamma irradiated powerhouses back. No sooner did it blasts the two Hulks away, Wanda was suddenly before it and unleashed a powerful blast of chaos magic that could level half a city condensed down into a small arc of lighting. The Phoenix was brought to one of it's knees before it barred it's teeth and pushed through and began to slowly approach Wanda as she put every ounce of remaining power she had into her attack while Stark came to a hover above her and primed his Uni-Bam and Ororo, who looked to be barley capable of staying conscious gathered a descent amount of lighting around her and unleashed the electrical energy at the corrupted form of Spider-man.

"R-Reed…" Carol said in a shaky voice as she stared at the skull of Logan, his empty eye sockets boring into her own "P-Please… Please tell me the canon is ready… Please!"

" _It's firing now, tell the others to get back!"_ Reed said in a panicked tone as the sounds of rapid typing could be heard in the background.

Carol looked around and saw Quicksilver just picking himself back up, his hair was mostly scorched from a cosmic fire blast from Peter earlier in the fight "Silver!"

The son of Magento looked towards the blonde hero with a confused look, possibly from a concussion before he saw Carol point towards Wanda, Tony and Ororo.

"Get them out now!"

The Dark Phoenix growled as it was pushed back by the combined fire of Wanda's chaos magic which hurt it more than any other of the energy beams colliding with it, Starks Uni-Beam that was slowly starting to lose power to it, and several fledging lightning bolts from Ororo. The Phoenix prepared to unleash it's own attack which would completely decimate the trio before their attacks ceased as a silver blur raced by them and it sensed a large amount of energy directly above it, fast approaching.

The Phoenix narrowed it's eyes as it glanced up to see what it was sensing before it saw a beam of energy racing straight towards it.

"… **I'll let them have this 'victory'… if only because killing them all now will leave me and this host bored later on… Plus, nothing like a little distrust to make things interesting for him"** the Phoenix said in a tired tone as it watched the approaching energy beam before it struck its form and blanketed the entire area in a painfully bright light.

…

* * *

And done.

Next chapter, the aftermath…


	8. Chapter 8

Answers to reviewers' questions or statements:

 **keyblade master cole** : Scott will get his own dues in time, maybe not now but he will.

 **treyaxlender63917** : Will it's going to be that sort of thing that'll be hung over him for the rest of his life pretty much. Like every time he passes a group of heroes they'll be like 'Dude, that's the guy who went crazy and killed Logan'.

 **EroSlackerMicha** : Like the Phoenix said to Logan, when has anything gone Peter's way? Not exactly word for word but you get it.

 **Dark King Michael** : Had to give Peter a reason to understand that the Phoenix Force isn't something to be taken lightly and he needs to always be on his 'A' game with it because if he isn't, well this happens. I mean he knew that before but now he knows people he cares about can die if he screws up and losses control.

 **justafan** : Originally, I was going to have Xavier die but then I thought about it and realized that to really make this an impactful event, Peter has to experience a personal lost to really put into perspective of what he now is, a cosmic being that can destroy just about anything and anyone if left unchecked. If the population does find out that Peter killed wolverine, I don't think they'll be that put off from it. After all, Logan was a Mutant and in Marvel, Mutants aren't looked upon favorably. But a lot of people would be afraid of Spider-man especially since he took on both the Avengers and X-men and spent most of the fight kicking their asses.

 **Marveldcfan** : Sort of, I mean she knows that Peter himself didn't kill Logan but it'll be hard for her to be around him, you know? But she'll also be holding Scott's X-men responsible as well as the Phoenix Force. After all Logan wouldn't have been killed if the Phoenix didn't get out because of what Scott's people did.

 **helpusobi1kenobi** : No, the story will gain a lighter tone as it goes on for a while after this.

 **90skid4life** : Scott's x-men aren't going to get away from this unscathed, after all they instigated this entire event when they invaded Wakanda. May not be able to pin Logan's death on them, but they can have the deaths of Wakandaian citizens pinned on them since Namor was acting under Scott's orders.

 **DannyPhantom619** : To sort of mirror the events of Avengers vs X-men but with my own twist on it. In the comics, Scott went crazy and killed Xavier, a man he saw as a father figure, here Peter went crazy and killed Logan a man he saw as a brother/father. I didn't notice this until I finished writing the scene.

 **Spawn Hades** : I'm going to go out on a limb here and say that your broken up by Logan's tragic end. But hey on the bright side, it took the freakin Phoenix Force to bring him down.

 **jdrussom66** : No Logan's dead. The Phoenix incinerated all organic flesh in Logan's body, which means bone marrow, blood, it even had the fires course through Logan's eye sockets and into his brain and reduced it to ash. Powerful as Logan's healing factor is, even it has limits.

 **Fenrir44** : Sort of, but she'll also I won't say hate Peter but she'll find it hard to ever be in the same room with the man ever again. I mean she knows that it wasn't Peter himself that killed Logan but it's still hard to accept that the man that did but didn't kill your father figure is standing right there in front of you and you sort of have to forgive him in a way. Plus having her end up in his harem would be kind of messed up in a way.

 **Animortal28** : Because Logan dying is tragic in any story and rightly so and forces you to endure the feels, Scott or Namor dying, that'd just cause you to celebrate. But each of them is going to get their dues in time. Plus, I secretly feed off people's sadness when a beloved character dies, don't be around me when watching Game of Thrones or Walking Dead, you'll end up a husk.

 **Dante 101** : Yeah, the Carol thing with Marcus, yeah it was messed up by I didn't drop that in there for kicks and drama, Peter's pretty much unintentionally burned a lot of bridges with what just happened. Sure, it wasn't his fault but others and even himself aren't going to see that. Carol might be a lot more hesitant with Peter then Jessica, after all hearing that kind of threat with his voice echoing it, that's not something she can shrug off as we'll be seeing. Wanda will be by his side, after all she committed near genocide of the entire Mutant population. Sure, it may have not been they all died, even though a large number likely did because they needed their mutations to survive or were in a place at the time they could only survive with their mutations like underwater or something.

 **Redrangerlegacy** : Killing Logan isn't the only thing that'll be haunting Peter after this, the little thing he said to Carol, that ain't gonna be forgotten anytime soon, which was the intent. But yeah, it'll be a while until we see the Phoenix get back out like this and as hard as it is to believe, it's going to trump this by a huge margin the next time the Dark Phoenix comes out.

 **Gamerslegacy** : I won't say that Peter will go that far but yeah, he really needs to get his crap together because the next time he goes on a rampage, well with his luck there will be no stopping him. Thankfully he will, won't be easy but he has to.

 **duskrider** : That's pretty much the entire Phoenix Saga in a nutshell. Yeah, the X-men saved the day, but in the end the cost was so great that it makes one wonder if they really did win.

 **gunman** : Colossus was still under the Phoenix's control at the time. He was summoned to get the Hulks of it. Well Wakanda is still a sovereign nation, she can't just nuke it and call it a day because the backlash no matter the circumstances will be massive. While she's done a lot of dumb things in comics, that may be a bit too dumb for even her.

 **Edge of the Dark** : Well I have plans to bring in Old Man Logan later on, does that count as bringing Logan back?

 **Guest** : We'll see things like that later on and some will want to use his power for less than benevolent reasons.

 **Superstar Kid** : Yeah but killing Logan, hard as that was, was my way of showing just how bad things got and that it was going to get worse unless something drastic was done. Yeah after this event, quite a few people on both teams will be looking at Peter in a different light, and not in a good way. Her bringing in the Hulk wasn't completely unfounded, after all if there was one being that could possibly help bring down the Dark Phoenix, it was the Hulk. Granted franklin could have too but he's an eight-year-old kid, not something you want near the Dark Phoenix at the time. Yeah on top of the guilt and trauma of this event, Peter's still going to have to learn how to control his new powers so that he doesn't go on a rampage like this again, it wasn't his fault entirely, he barely begun to learn how to handle something like this, but now it's even more paramount that he does.

 **kspidey2** : We'll be seeing what happened to Scott's X-men over the next few chapters.

 **Scott the Wanderer** : The real tragedy with Scott, Magento and Magik is that they aren't really going to learn from this event, I mean they will to a degree but just like in the comics after Avengers vs X-men, they're just going to keep doing this kind of crap of Mutant extremism. Yeah a lot of Logan's pupils at the Jen Grey institute will understand that it wasn't really Peter but well they won't be quick to be in the same room as him if you know what I mean. The FF will be doing everything they can to help Peter, it might burn a few bridges with other heroes but Peter is family to them. He's been there for them and now they're going to return the favor. Yeah I'm pretty sure the guilt that Peter will have from this will dwarf the kind he's feeling from Uncle Ben's death and Ben Reilly's. Yeah what Peter, the Dark Phoenix said to carol was messed up but hearing a thing like that said to her in Peter's voice, a guy that she loves, well that's way worse than hearing some random bad guy or something say it. I mean it's like if someone you cared about came up to you and said they were going to violate you in the worse way possible and not be joking about it, like their dead serious. How the heck do you react to that?

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

"Well… this is… well… you know, I for once don't know how to even begin to understand what happened. I doubt even Deadpool himself could find something to say about this entire thing" Stark said as he sat in a small chair, now clad in a simple pair of shoes, jeans and a oil stained heavy metal shirt he got years ago. He was currently in a dark room with only Steve, Reed, and T'Challa present. Xavier would be there soon to help them discuss what it is that just happened.

Before them was a medium sized table with a blanket over it in the vague shape of a human's skeleton. It was Logan's Adamantium coated bones, burned clean of any trace of organic material, effectively rendering the man dead.

"What are you going to tell his next of kin?" T'Challa asked as he glanced at Steve "Laura should be made aware of this as soon as possible at the very least"

"I know, I intend to tell her what happened myself" Steve said, for once the man didn't look confident and have this air around him that said, 'no matter how bad things got, we'll pull through'. Now he just looked broken and tired and seemed to be acting more like his actual age chronologically rather than physically "Xavier will have enough on his plate, no need to make it any heavier than it already is"

"How you gonna word it?" Stark asked with a quirked brow.

Steve glanced at Tony with a hardened expression "I'm going to tell the truth. It was the Dark Phoenix that did it, not Peter himself"

Stark held up his hands "Hey I'm just curious is all. I'm not saying demonize Parker or anything"

Steve sighed as he rubbed his eyes, dark lines were beginning to form under them for the lack of sleep "Sorry… it's just-"

"It's okay Rogers, it's never easy explain to people how or why their loved ones died. Especially when the one that did the deed is someone that now dead person trusted" Tony said in a somber tone.

"Will she realize that Peter wasn't in control of himself, that he had nothing to do with what happened to Logan here?" Reed asked as he glanced at the sheet that covered the remains of the famed X-man

"If she's anything like her father, yes" Steve said with a tired sigh as he rubbed his brow "But I doubt she'll ever want to be in the same room as Peter ever again. Not because she'll hate him, which I'm certain for a time she will, but because she might not be able to handle seeing him. I don't know if I could have had it been Sharon, Bucky or Sam that were killed"

Stark nodded at that before he glanced at T'Challa "What about you kitten?"

"What about me?" the ruler of Wakanda asked in a blank tone.

Reed rubbed the back of his head, trying to find the right way to word what he wanted to ask "Well how are you handling your wife-"

"She's no longer my wife" T'Challa said in a tense tone as he leaned against the wall and folded his arms "She stopped being my wife the moment she betrayed our people and joined in Cyclops and Namor's attack on Wakanda which led to the deaths of hundreds if not thousands of my people. I had our marriage annulled before my men and I began to recover what bodies we could from the flooded city"

"I thought only the uh head priest guy you have could do that" Stark said with a confused look on his face.

"I am the 'head priest' guy" T'Challa said as Xavier entered with a troubled expression on his face.

The former leader of the X-men glanced at the assembled men before he sighed "I… I don't know what to even say for Scott's behavior, or that of the others that followed him. Namor and Magneto I could understand given their past actions but not Scott"

"There's no explaining a mad man's actions Professor" T'Challa said as he glanced at Logan's remains and tried to wipe the image of him being burned to death from his mind "All we can do is try and repair what damage they caused"

Xavier nodded as he approached the table and let out a shaky breath "It's funny… I always thought he'd outlive all of us. But I guess there are somethings, even the Immortal Wolverine cannot beat"

"Kind of reminds you just how easily we can all die in this life" Steve said as he ran a hand through his hair "Maria wants to place Peter in SHIELD custody"

"Uhhh, aside from the charge of murder which will be kind of complicated too place on him, and before you ask I've already phoned Murdock and Walters to be his defense if Maria tires to push that, how?" Stark asked before he glanced at Reed with a curious look "You got some super cell for him that she can place him in that I don't know about?"

"Funny, I was thinking the same thing about you after finding out that you had plans to use the same weapons satellite you used against the Hulk with parts of the armor you intended to use on the Phoenix if Peter ever lost control" Reed countered with a frown.

"Hey, I was just preparing for the worse case scenario. As much as I don't like it, we had to be ready to put Peter down if it became clear that there was no hope of him regaining control of himself or the Phoenix" Stark said with a heavy sigh before he leaned back in his chair "If saving the world meant being hated by pretty much everyone because I was willing to stop the Phoenix permanently, then fine. Like half the other heroes don't still hate me for backing the Registration Act and trying to lock them up"

"So how does Hill plan to secure Spider-man?" T'Challa asked, ending the discussion before it grew "While SHIELD has many resources at its disposal, I doubt they could succeed where we've failed"

"Well I heard she's been thinking of throwing him into cell similar to the one the Hulk was put in after his war with Earth. Which means miles below the Earth's surface in a remote location, round the clock security made up of reprogramed Adamantium shelled Sentinels, the most powerful psionic dampers that can be realistically made and as many as possible, energy draining machines, basically anything you can think of to secure a being as powerful as Spider-man is now" Steve said with a troubled look on his face.

"And the X-men that took part in Scott and Namor's attack, what happens to them?" Stark asked "We still have Summers and Emma in SHIELD custody"

"Yes, what do you plan to do with them?" Xavier asked as he turned back to Steve with a small frown.

Steve was silent for a few moments before he answered in a cool tone "Well as much as I want to pin the blame of Logan's death on both of them, I can't. But They are going to be held responsible and tried for leading an attack on a sovereign nation and killing innocent civilians. I'd have Namor locked in a cell next to them, but he's retreated into Atlantis and as much as I want to go down there and drag him back to the surface to face justice, I'm not going to possibly sacrifice more lives to do so… but I do plan to have him pay for what he helped contribute to"

"I understand…" Xavier nodded as he placed his hands in his pocket and leaned against the wall "I'll be returning to the Jean Grey Institute for higher learning. I don't intend to retake leadership of the X-men, that time has long since passed, but they are now short one teacher thanks to Rachel betraying them and with Logan's death, they'll need a new headmaster… I can't begin to imagine how the students will take this"

"Once word gets out about Mutants attacking Wakanda, and it will… things are going to be a lot more difficult for you" Reed warned his old friend.

At this Xavier chuckled in a grim tone "Richards, when has things not been difficult for Mutants?"

…

" _When I'm done with you Carol… the pain… the feeling of violation at the hands of Marcus… will pale in comparison-"_

"Carol are you okay?"

Carol flinched at her name being spoken so suddenly before she looked around to see that she was still in Jessica's room. The spider themed woman hooked up to several machines that were monitoring her vitals and pumping either blood, oxygen or morphine into her system. The raven-haired beauty herself was looking at Carol in concern.

The human-Kree hybrid nodded as Jessica's question registered in her mind after a few moments "Yeah… just… just still a little… you know"

"Yeah…" Jessica nodded with a saddened expression on her face as she looked out a window that showed the devastation of the battle between the X-men, the Avengers and later the Dark Phoenix in the distance. The former HYDRA agent doubts the land will ever truly recover from what happened there… or the ones that took part in it.

' _God… how the hell is Peter ever going to recover from this?_ ' she thought with worry. Her male counterpart always had a major guilt complex and after what happened, she isn't sure how he'll take it. More often than not Peter just covers up any turmoil he's feeling with a joke or two or just never brings it up and handles it in his own way. Which was bury it and move on best he can.

' _But there is no burying this… no joke to hide what he'll be feeling'_ Jessica thought as the haunting image of Logan's bones and the states of Black Widow, Hawkeye and most of the X-men came to her mind _'He'll never forgive himself… ever'_

While Jessica's mind struggled with trying to comprehend what happened after she was taken out by Magik, Carol's mind kept drifting back to what the Phoenix said to her. To hear such a thing and with Peter's own voice no less… it horrified her to the core.

' _H-He… he wouldn't let that happen… would he?'_ Carol thought as she hugged herself while trying to erase the feeling of the Dark Phoenix penetrating her mind with the intent to scar and damage her in ways that even Rogue and Marcus combined couldn't _'H-He would have somehow regained control of himself… right? Sure, it'd be at the last minute and terrifying with how close it was but he would have beaten it somehow'_

She wanted to believe that, she did with all of her being but there was that small part of her that doubted it. Peter hadn't shown any real signs that he was resisting the Dark Phoenix's control, at least that she saw when she faced him. After a few minutes, she concluded that she needed time to think and right now this wasn't the place to do it. Carol suddenly got up and made her way to the door, much to Jessica's confusion.

"Carol…?"

The blonde hero stopped before she gave Jessica a tired smile "Just… I'm just going to clear my head is all"

Jessica looked at her best friend in concern. While she was no telepath, it was clear something was bothering the energy absorbing being "Do you want to talk about it?"

Carol looked down at the ground for a few moments before she shook her head "No… at least not now. Sorry Jess, I'll… I'll be back later"

Carol didn't wait for a reply as she turned and left, causing a doctor to jump back in surprise at her abrupt appearance, and made her way to the nearest exit so she could put some space between herself and Wakanda.

All the while, she tried to ignore the Dark Phoenix's threat in Peter's voice as it had her pinned to the ground and at its mercy.

Unknown to her, Wanda and Pietro were making their way towards Jessica's room to see if the spider themed woman was alright when they saw the blonde bombshell rush pass a startled doctor and down another hallway.

"What do you think that was about?" Pietro asked as he glanced at his twin.

Wanda frowned as she could sense the emotional turmoil off Carol before she sighed "I'm not sure, but I can hazard a guess that it relates to what happened with Spider-man…"

The speedster nodded as he followed Wanda into Jessica's room. He gave the spider powered woman a small nod and rested against the wall while Wanda spoke with her. She was more Spider-woman's friend then he was anyhow.

"How you feeling?" Wanda asked as she sat in where Carol likely was.

Jessica shrugged before she winced as pain from her abdomen flared up again "Oh you know, just having to deal with the fact I got impaled by some mutant demon girl hybrid and that the guy I like and was supposed to keep safe went on a rampage because I got stabbed and nearly destroyed an entire nation and killed a good friend of ours"

"You know you did everything you could to prevent that" Wanda said.

"Yeah, tell that to Logan…" Jessica said as tears began to pool in her eyes before she brushed them away "I'm sure he'd have a thing or two to say about my skills in protection but that might be a little hard for him given that he's actually dead this time"

"Jess… no one could have predicted that this would happen. Yes, we knew the risks of Peter losing control because of what happened with Jean all those years ago and yes maybe we could have done better in making sure it didn't happen like perhaps moving him somewhere where Scott and his X-men couldn't follow so easily. Like one of the pocket dimensions in the Sanctum Sanctorumor even K'un-Lun but what's happened, happened. We need to accept that, hard as that will be and do what we can to repair the damage done and try and prevent something like this from happening again." Wanda said.

Jessica nodded as she gazed down at her blanket "Hindsight… it can be a real bitch huh?"

"Yes…" Wanda said with a sad smile "It can be"

"You know, it's funny" Jessica said with a small sniffle "When I first saw Peter awake after the Phoenix bonded with him and heard him cracking jokes, I thought everything would be alright. Sure, things with the X-men would be tense for a while until Peter somehow got to fixing what happened to the Mutant population and after that… heh my first thought was to find the nearest bed and throw him down on it and give that man a night to remember, the first of many in fact. Hell, Carol was more than welcome to join in since it's obvious to everyone except Peter she likes him"

Wanda couldn't help but chuckle sadly at that "Sounds live heaven for any man, the attention of two women like yourselves"

"Yeah, it does" Jessica said before her smile dropped "And then Scott attacked, me getting nearly killed… now I don't even know what's going to happen to Peter. I mean he leveled a good portion of Wakanda and killed Logan, those aren't things that are going to get brushed under the rug. It's going to get out and people are going to talk and Peter… even though he hardly shows it, I know he's bothered by some of the things others say about him. Either on the team or the media and Jameson sure as hell doesn't help with is constant rants…"

The three were silent as they sat there, trying to figure out where things would go from here. It was obvious that after today, nothing would be the same. For them, for the X-men, for the Earth or Peter.

"Wanda…?" Jessica said as she glanced at Wanda with a nervous but hopeful expression.

"Yes?"

Jessica seemed unsure how to word what she wanted to say before she eventually took a deep breath and went for it "Do you think… that when Peter wakes up… could you, be there for him?"

Wanda's brow rose like this "What do you mean?"

"Well… it's just… maybe you can help him with what happened" Jessica said as she began to fidget under the Maximoff twins stares, more so Wanda's then her brother's "I mean it's just that-"

"I have more insight of… losing it… and you want me to help him get through this?" Wanda guessed.

Jessica nodded "If you could, I mean you don't have to. It's your choice and you won't be alone, I'll be there to help as soon as I can and so will Carol. It's just I don't want to sound harsh but I think aside from Banner, you're the only person here that can say 'I know what you're going through, I've been there and I'll do what I can to help you'…"

Wanda was silent for a few moments, she already made the decision to help the man, a sort of atonement for what she did to the Mutant community. After all, if she didn't suffer such a horrible breakdown in the first place and decimate Mutant kind in not just this Universe but on a multiversal scale according to Doctor McCoy, then Hope probably wouldn't have been born, she wouldn't have been considered the 'Mutant Messiah' and Scott wouldn't have gotten it in his head that somehow, she could use the Phoenix to save Mutant kind from her actions. Though at the moment that was looking less and less likely to happen.

But maybe Mutant kind can still be saved, maybe not by Hope's hands but possibly Peter's. It was a longshot and there was no guarantee it could work but it was better than trying nothing.

Finally, Wanda nodded "Of course… plus I may be a slightly better choice than Doctor Banner"

Quicksilver snorted at this "His advice to Spider-man would be pack your bags and live the rest of your life like a hermit in the wilderness for everyone's safety rather than learn to understand and harness your power rather than risk a rampage every time he's forced to use it against his will and cause even more destruction then before"

His response was met with glares from both women which caused him to shrug "What, you know I'm right"

…

Steve couldn't help but feel a little saddened at the state Peter was in now after his meeting with the others and he came down to check on the wall crawler's state for signs of improvement.

Most of his injuries have yet to heal that weren't life threatening so he was left with a myriad of broken bones, server bruising across his body and to top it all off the man was kept restrained by a combination of Adamantium and Vibrainium locks and chains and several Psionic dampers that were attached to his body to keep him unconscious or at the very least locked away inside his own mind.

And this was before they began to delve into the numerous spells and enchantments that Wanda and the recently arrived Doctor Strange had put in place. For a moment, Steve thought that the added six Dora Milaje, T'Challa's personal guard and most elite women warriors, stationed in the room as well were unnecessary. And to make sure no Phoenix Force energy could possibly leak out; several energy conduits were hooked up to him and rigged to some of the spells keeping Peter secured. If the Phoenix tried to use its power to escape, then theoretically the energy conduits would take that power and send it to the spells to strengthen them.

Steve didn't know how long he stared at Peter's comatose body until Xavier walked up and stood beside him. Minutes of silence passed before Steve spoke in a low voice.

"How do you think he'll take it? Finding out that Logan was killed I mean" Steve glanced at Xavier.

The powerful telepath didn't respond as he did a small scan of the room that Peter was in to see if the Psionic dampers were working in keeping any telepathic abilities that Peter had first manifested since waking up secured. After finding that they were, he pulled back and answered the Captain's question.

"It's hard to say, the key will be making sure that Peter doesn't accidently trigger a response from the Phoenix. But I can hazard a guess, he'll never forgive himself… even if by some miracle Logan comes back to life or because Peter learned to resurrect the dead on his own with the Phoenix's power, he'll be haunted by the Dark Phoenix's actions for the rest of his life"

Steve sighed as he rested against the wall, finding that even after spending decades asleep on ice, he's never felt more exhausted "It's still hard to believe this happened, like it's some kind of bad dream that I'm having and just as it's about to get even wore, I'm going to wake up and find that none of this ever happened. The Phoenix never came to earth, the Avengers and the X-men never fought, Peter never became the new host for the Phoenix… Logan never died"

Xavier didn't respond for a long time as he stared at the heavily restrained form of Peter before he let out a tired sigh and rubbed his brow before speaking "Tell me Steven, have you ever heard of Aristotle's theory on 'Hidden evil'?"

Steve frowned as he thought it over for a few moments before he shook his head "No, can't say that I have"

"Very few have… it's one of the very few works he written that he never shared with but a chosen few. How it's even lasted this long is beyond me though…" Xavier stated as he glanced back at Peter's 'sleeping' form "It's a long and rather complex topic but the bases of it is that everyone, no matter how good willed or kind hearted they are, all possess a small fragment on sheer and utter malevolence and loathing for everything and everyone around them by nature"

Steve's eyes narrowed at this "That sounds rather morbid"

"It is, but some philosophers and even physiatrists that are somehow aware of this theory have used it to possibly explain why humans can't seem to turn away from a car crash as it happens, why the first thing we latch on to in the news is some story about a mass murder or death or even why we wouldn't hesitate to crush a small insect passing by us. We do these things because a small portion of us, no matter how small, no matter how deeply buried, wants nothing more than to experience or inflect pain and misery on something else. Some chalk it up to mankind's more primal and violent instincts but I don't always believe that"

"And you think that's why Peter… the Dark Phoenix… killed Logan and hurt so many others? Because the Phoenix found Peter's 'hidden evil' and decided to exploit? To have Peter give into some natural malice that he or any of us don't even know we have?" Steve asked with an unconvinced look on his face "That doesn't sound like the Spider-man I know. He'd gladly give his own life for anyone of us or even a complete stranger because at his core, he's a good man. In my eyes, calling him just a hero doesn't do him justice"

Xavier agreed with that, he's seen Peter on a multitude of occasions go out of his way to help others despite the risk, even to save monsters that weren't worth the effort and face down incredible odds that any sane being would back down from.

"Yes, but the other portion of 'Hidden evil' is that when we are exposed to such great horrors, inhumane brutality and rage, a small part of it latches on to our minds… to our souls… and no matter how hard you try, it'll always be there, festering. It's also used to explain people who are always so happy or optimistic when exposed to such things seem unaffected by it. Because even if they aren't affected by it in an obvious way, they'll still be touched by it, tainted for the lack of a better term"

Steve was silent for a few minutes as he stared at Xavier before glancing at Peter "You think that's why no one can control the Phoenix Force? Because it finds and latches on to that and enhances it beyond control?"

"It's crossed my mind from time to time" Xavier said with a sigh before he rubbed his brow "I want to believe it's why Jean seemed so malevolent when she first became the Dark Phoenix despite the fact she was such a kind-hearted woman. After all, how can such a caring and kind woman such as herself destroy a star and doom an entire civilization because of it? But maybe that's just me trying to find some sort of justification, some kind of understanding as to why she did what she did as the Dark Phoenix. Like what I'm trying to do regarding Peter's actions… trying to make sense with what happened"

Silence fell as both men stared at Peter's restrained form for a long time. Wondering how the Queen's born hero was going to respond to what's happened when he woke up. Part of Steve hoped Peter wouldn't so he'd be spared the knowledge that he killed his best friend and nearly leveled all of Wakanda and looked like he wouldn't stop there.

But another part, coldly rationalized that Peter has to own up to what happened and accept the possible repercussions that will come from losing control like he did. The patriotic hero knows what happened wasn't Peter's fault entirely, no one could have predicted that Magik nearly killing Jessica would trigger such a horrible event and lead to someone's death like it did Logan's.

' _But it shouldn't have happened in the first place… none of this should'_ Steve thought with a tired sigh as he turned to leave _'Funny how we only come to realize and regret the decisions that both sides made when it's all said and done… and by then it's too late for some'_

…

* * *

And done.

Next chapter, Peter awakens and discovers just how far his rampage went as the Dark Phoenix and Kaine arrives to find out what happened to his brother/genetic template.

And before anyone asks, no as far as I'm aware there is no Aristotle's 'Hidden evil' thing. I literally just made that up to possibly explain why in the comics that almost every time someone gets the Phoenix Force, at some point they end up going Dark Phoenix. It has to be more than just 'oh they got angry' or the Phoenix wasn't used to emotions like that before or something like along those lines because more often than not the Dark Phoenix ends up nearly causing mass genocide.

Now this doesn't mean Peter's going to become evil or he's inherently evil in any shape or form, he's not! It's just this little thing that will have you and others think and go 'Damn… that's some deep stuff in a messed-up kind of way and could also explain why that is in comics' or something like that.

And no this won't become some major plot piece that's vital to the story later on or whatever, like Xavier said, sometimes we just need to find something to help us understand why it is that horrible thing happened. It may not be true, but it's something.


	9. Chapter 9

Answers to reviewers' questions or statements:

 **treyalexander63917** : Yeah most of those events will still happen and Peter will be involved with them. But Spider-verse is going to take a drastic change, I mean it'll start off similar but well let's just say the Inheritors will become an afterthought compared to what will emerge.

 **Guest** : Nah, Peter won't be making any deals with the literal Devil, besides why should he when he'll eventually gain the power to resurrect the dead, plus he's now sort of on Lady Death's good side. Plus even Peter knows that giving himself to someone like Mephisto will end badly.

 **Darkspyder** : Yes, she is in the harem. So far, the harem is Carol, Jessica, Wanda, Lady Death and one other person that I'm still deciding on. I've narrowed the choices down to four.

 **keyblade master cole** : Yeah most of Peter's friends will be keeping him sort of isolated from the others. Not to punish him but until he can come to terms with what's happened and learn to gain better control of the Phoenix Force, it'd be risky to have him around people that'll either hate him for what he did, fear him, or distrust him. As for punishing the Phoenix for what it did to Logan, I have something in mind. Not it won't be Peter beats the hell out of it, but I think I can work this angle I've been planning to let something similar to that happen later on.

 **Adtr509** : Yeah, this event was also a sort of wakeup call that Peter needs to get help with all that bottled up rage, guilt and what not. I mean yeah, the sense of guilt is part of his character but he needs to move on and come to terms with himself and the choices he's made over the years because if he doesn't, the nightmare will start all over again. Won't be easy for him, but he has to.

 **Karlos1234ify** : Well she did knowingly back Scott's side in its assault on Wakanda knowing that people will die. That's on her.

 **EroSlackerMicha** : he could try to off himself, he hasn't gotten that low yet but the Phoenix will keep that from happening. And if that doesn't work, Peter knows that if he dies, the Phoenix will simply find another host, or resurrect him.

 **Guest** : Oh, she isn't giving up on him but what the Dark Phoenix said and tried to do to her will be one hell of a hurdle she has to overcome.

 **Fenrir44** : I have plans for Laura and Peter to help each other heal but I'm still on the fence of Laura joining the harem. It'd just be a little weird that she'd be sleeping with the guy that sort of killed her father. Yes, he himself didn't actually do it but you get the idea.

 **jdrussom66** : Other dimension, Old Man Logan. They'll have plenty to bond over, they both went on a rampage that caused the deaths of someone they considered a good friend, granted Logan's killed more but you get the idea.

 **The-everchosen:** No, running would the absolute worst thing he can do. He needs to learn how to control the Phoenix force or at least not lose control like he did. After that yeah, he could go off on his own which I'll have him do after he learns better control. Explore the universe and all that, meet other people and maybe contend with Thanos about the whole Lady death thing.

 **Mezazra** : Well, my new goal will be to somehow get you to cry before this fic is over.

 **Fox Boss** : It'll be something like that.

 **Zerecue** : Kitty doesn't need to. She's at the Jean Grey institute and they backed Logan. Storm will more have to seek forgiveness from T'Challa then Peter and as for Rogue, well I guess both Peter and T'Challa though more the latter since she did invade and attack his country.

 **Spawn Hades** : Peter and Old Man Logan's meeting will be interesting to say the least.

 **Projectxtreme** : Hope, not really since other than try and fail to remove the Phoenix which understandably at the time for her seemed like a good idea, she hasn't really done anything against him. Xavier tried to help Peter before this all went south and even when it was he was trying to reason with the man, not just to keep the X-men safe but to prevent Peter from doing what ended up happening anyhow. But a few X-men may try to seek forgiveness from Peter.

 **gunman** : Reed not so much since he didn't know about at first and when he did, he altered it and modified its use so it wouldn't end up killing Peter. Stark, yeah, he may get of an earful from some people, mainly Jessica when she finally sees him again and Carol. Nah Namor and his people skipped town after the Dark Phoenix was brought down. Same with some of the X-men on Scott's side.

 **Gundamfreedomzer:** Eh I just thought the Avengers vs X-men story line could have been better is all.

 **90skid4life** : By then it'll be more Peter being like 'What happened, happened. Shove the apology and lets just try to interact as little as possible, sound good? Good'.

 **MooNight-Winter** : You mean the whole molestation thing? No not in this story. Most of them have a general idea that Peter's life hasn't been easy by a longshot. But they aren't aware of just how bad some of those events, known and unknown to them, have really affected him. Sure, he's always seen cracking a joke or making an annoying comment, but we all know he buries what he's really feeling inside and just never tries to deal with it. Yeah part of the reason Wanda will be around Peter is to sort of keep him in check and hold him off until back up arrives, now if she had the power she did during the events of 'House of M' she could take the Phoenix on her own but well reality might implode at the point.

 **A Hero's Legacy** : Sort of, Magik is for sure, Scott will still view Peter as that guy that may doom his race, same with Emma. Yeah Kitty and Angelica will pop up to help him, won't be part of the harem, but they can still be there as his friends.

 **Redrangerforever** : No, but he'll have a few things to say to Scott when they next meet.

 **justafan** : Kaine won't be getting some portion of the Phoenix Force or something like that, it's stuck with Peter for this story.

 **Doctor Dandy** : Well then, I guess it's a good thing I'm not holding a gun to your head and forcing you to keep reading this story against your will, so your free to leave for something else since this is such a chore for you to read.

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

The first thing that Peter felt when he regained consciousness was pain. His entire body seemed to scream with every breath he took, every movement he could muster sent flashes of agony through his body and caused him to grunt in discomfort.

' _Damn… haven't felt with the Worthy possessed Thing…'_ Peter thought as he opened his eyes to find himself strapped down to a bed with a series of Adamantium and Vibrainium locks and likely a host of other things while Reed and Steve stood a little ways off. It also didn't escape the man's notice that both older heroes looked exhausted and distraught

' _Well that's as comforting as seeing Richard Fisk get off another charge of either murder, bribery or obstruction of justice…'_ Peter thought as he felt a sudden tightness in his chest as he cleared his voice "So… I take to things didn't go too well after the X-men attacked?"

"You could say that" Steve said with a sigh as he looked at Peter "Peter, what do you remember?"

Peer frowned as he tried to concentrate, something he was struggling to do as the pain in his head started to increase bit by bit every time he thought of something "I… I remember fighting Magneto, Magik and some Atlanteans with Jessica, and then, I guess Nightcrawler apparently joined in at some point. I remember hearing a lot of that weird 'BAMF' sound he makes when he teleports and the smell of brimstone"

Peter would have continued before he winced as his mind's eye was suddenly met with the extremely vivid image of Magik impaling Jessica with her sword. Peter's breath hitched as he glanced at the two men with fear "Jess, what-"

"She's fine, Sue was able to stem the bleeding and she's currently being looked after by some of T'Challa's best doctors" Steve said to reassure the man "She's a stubborn one, our Jessica. She's already asking us for a rematch with Magik"

"Thank god…" Peter said as he let out a relieved sigh before he noticed the looks on both men's faces "What is it?"

It was Reed that decided to answer as he stepped forward "Peter after Magik had incapacitated Jessica, do you remember what happened next? Anything at all?"

"What do you mean?" Peter asked with worry, the tension in his chest growing stronger as his heart began to beat like a subwoofer at a dubstep concert.

"Do you remember fighting the X-men?" Steve questioned Peter as he stared at the man with a watchful gaze "Or some of the Avengers?"

Peter stared at the two men in question as he tried to remember what happened after watching Jessica getting stabbed by Magik. It wasn't easy, every time he tried to call back to the moments afterwards all he got were these quick barely understandable flashes, sporadic and random. But there was one thing that Peter could remember, this what he could only describe as a feeling of being on fire and seeing nothing but these dark flames everywhere.

It was like walking through a burning house but without the smell of smoke, just this sort of intense heat that was unlike anything Peter's ever felt before, and he's been blasted by quite a few pyrokinetic villains and even heroes in his time as Spider-man.

"Just these brief images, I… I really can't tell what's going on in them. But, but I remember seeing fire, and this feeling that I was burning but it didn't hurt. I mean it did but not like if I was actually on fire, you know?" Peter said as he glanced at the two men with worry "What happened after… after Jess was hurt?"

"Well, for a time you were still in control of yourself, you were angry, very angry by what happened and no one could fault you for it" Steve said as he rubbed the back of his head "You began to attack the X-men and we began to worry that you'd end up going too far so I gave the order to engage and restrain you before things escalated any more than they already did"

"S-Something bad happened, right?" Peter said as he found it a little hard to breath "I lost control and… I did something"

"It wasn't you that did it Peter" Reed said with a sympathetic expression on his face "But yes, after you lost control, something bad did happen… the Dark Phoenix emerged and after that…"

"W-What was it?" Peter asked as he swallowed nervously and waited for the bomb to be dropped.

"Logan he's... he's dead Peter…" Steve said after a few moments of building up the courage to tell one of the men he's come to greatly respect and proudly call friend that they killed another man that he's come to hold in similar regards despite their often differentiating views.

' _Logan he's… he's dead?'_ Peter thought with shock as he stared at the two men for a second before he gave them an uncertain laugh, the tension in his chest tightening to the point it was becoming even harder to breath than it already was. Peter shook his head of the thought of Logan of all people actually dying as he let out a hoarse laugh that anyone could see was almost painfully forced.

"Heh, you know Steve if your trying to make a joke, I'd recommend a better time and place for it"

"I wish I could say that I was Peter, but I'm not" Steve said with a heavy sigh before looking the man in the eye "After you lost control and the Dark Phoenix took over… it ended up killing Logan before it was finally beaten"

Peter stared at the man for several long movements trying to see if the man was being serious or not.

' _He has to be, I mean this is Logan for crying out loud. The guy that has a skeleton made of the most durable metal in the universe on top of one of the world's most powerful if abused healing factor. Plus, he's more stubborn then Steve's super physics defying shield, there's no way he could be dead'_ Peter thought as he felt a multitude of emotions starting to hit him, a small part of dread that the men were possibly telling the truth but mostly annoyance at Steve's attempt to keep the joke going "Uh Steve, that bad joke of yours, yeah it's getting worse so maybe stop while your ahead"

"He's not joking Peter" Reed said as he leaned against the wall and looked at the younger man.

"Really Reed, you're in on this too?" Peter asked with a frown, the annoyance he was feeling giving way to anger as the dread while didn't increase seemed to be grow heavier somehow "Did Johnny somehow put you up to this? Because if he did, tell him not cool!"

"Is it really so hard to believe that Logan's dead Peter?" Steve asked with a look that said he's seen this before, which he has… far too many times for his liking.

"YES!" Peter said as he looked back and forth between the two men like they were crazy "I mean this is Logan we're talking about, the guy that's all 'I'm the best at right I do and what I do isn't very nice' which is staying alive to annoy us with his cheap smelling cigar smoke and loud obnoxious beer filled belches at poker night and his refusal to apologize for it"

' _He can't be dead, I mean he might be a little banged up because I do remember smacking him around a few times, at least I think I do but… but dead?'_ Peter thought before he shook his head as best he could "No, no, I see what's happening here. You guys are telling me he's dead, you act really convincing while doing it and just as I began to start crying he pops in with that smirk of his and says 'Ha, got ya webs' before he takes a picture and posts it online or something"

Steve began to worry as he saw Peter was starting to become extremely agitated and from the looks of Reed's face, so was he as his hand drifted towards a button that will call the others, Strange and Wanda specifically if things escalated.

Steve cleared his head of those thoughts as he took a steady breath "Peter I know that it seems hard to-"

"NO!" Peter snapped at the man before looking past him best he could "Seriously Logan, this isn't funny anymore! Points for getting Rogers in on this but jokes over. Come out here before I decide to place a bunch of small microscopic exploring web cartridges in your underwear again! THIS TIME WITH AN ELECTRICAL CURRENT MIXED IN!"

But nothing happened, Logan didn't come out like Peter was hoping with a threat to stay away from his drawers followed by a distinct 'SNIKT' sound before the two would laugh the whole thing off.

' _Maybe the room's sound proof, yeah or he's at the ops center for this place and is now rushing down here, yeah that's it… little grumpy old man, for a guy that's so young looking he can move slower than my aunt!'_ Peter thought as Reed stepped forward with a worried expression.

"Look Peter, I know you don't want to believe this, trust me I do, but we're telling the truth… Logan's dead Peter-"

"NO, HE ISN'T!" Peter yelled at the man and for a brief moment, Reed and Steve saw a small flash in Peter's eyes that caused both men to tense in worry.

"Peter…" Steve said as he took a cautious step forward but halted as Peter turned towards him with a small glare "Son, I'm going to need you to calm down…"

"Then stop lying to me!" Peter hissed at the man, his eyes starting to tear up a little "Look I know I'm all one for jokes and even pranks, despite how poor in taste some might be, but this, this isn't funny!"

"I know Peter… I know" Steve said sadly.

Peter stared at the man for several long seconds before he let out a yell of rage and slammed his head against the bed "LOGAN! I'M GIVING YOU UNTIL THE COUNT OF THREE TO GET YOUR HAIRY ASS IN HERE AND APOLOGIZE FOR THIS JOKE OR I SWEAR TO GOD MAN… I'LL… I'll…"

Peter trailed off as tears began to fall down the sides of his face "Come on Logan, jokes over… please just come on out…"

Reed and Steve both watched on as the man ceased in trying to break free from his restraints.

"Please…" Peter whispered sadly as he shut his eyes tight in some attempt to stem the flowing tears "Come on, just walk through that damn door and make some comment about changing my name to Spider-baby or something…"

But Logan never did...

…

Even before Kaine had arrived in Wakanda to see the results of the X-men's attack on the isolated but technologically advance nation thanks to a lift from Johnny Storm, the clone of Peter Parker knew that something bad had happened. Ever since he was called by Jessica, how she got his number he didn't want to know, and was asked to look after New York for Peter, he had only received vague and sometimes unhelpful information about what happened to Peter.

' _Fuck, I only know as much as I do because Jess and Carol kept me in the loop best they could'_ Kaine thought as he glanced at the distant but foreboding devastation from the latest struggle between the X-men and the Avengers… and the emergence of the Dark Phoenix apparently.

It was then that Kaine felt a hand on his shoulder and the man tensed in reflex before he looked to see it was Johnny that had touched him.

"You good?" the young hero asked.

Kaine's red lenses narrowed "I was just told that my brother went on a near genocidal rampage that resulted in the death of one of his friends, you tell me smart ass"

Johnny's eyes narrowed before he closed them and let out a sigh "Right… sorry"

"It's fine" Kaine said with a tone that said it wasn't but he wasn't willing to pursue it any more than he already had "Just… just show me where he is"

"Right, he's uh… he's this way last time I checked" Johnny said as he gestured for the man to follow after him.

The trek through the halls were tense, partly because numerous Wakandan warriors were rushing past them while others were still brining in people from the flooded city. Kaine had to struggle not to look into certain rooms that had the doors left opened that showed numerous tables lined with sheets with distinct human shapes underneath them. It wasn't until after the duo passed a room that Kaine finally risked a glance and immediately wished he hadn't.

Inside were several hospital beds and each of them were occupied by a small child, some of who were missing either a limb or were so torn up that Kaine didn't even know if it was a child or just a short person.

"Jesus fuckin Christ…" Kaine said as he stared into the room.

Johnny stopped and glanced towards the man with a small nod "Yeah… and their still pulling people out of the city. Most of the Avengers are there now to help Black Panther"

Kaine swallowed nervously as he glanced towards Johnny "Did uh… did Peter-"

"No…" Johnny shook his head vehemently "This… this was all Namor's doing. By the time Peter… well by the time he lost control the city was already flooded. Granted we may have been able to save more lives if it wasn't for the emergence of the Dark Phoenix Force but…"

"Best he's not told that" Kaine said with a nod as the two moved passed the room as a nurse entered it "Man's going to be broken up about killing Logan, no need to add inadvertently causing dozens if not hundreds of others' deaths because everyone was too focused on trying to prevent him from destroying everything else to do search and rescue"

"Strange placed a powerful spell or something like that on Peter's room to prevent the Phoenix and by proxy, him, from possibly sensing all this death going on" Johnny said with a tired sigh "Even if he's going to find out about it anyway"

"One step at a time matchstick" Kaine said as the duo made their way into a less crowded but even more secured area of the building.

It was around this time that the two saw Sue approaching from another hallway and Johnny called her over. Kaine's only ever seen Sue either through Peter's memories or on television but both times the man's seen her as an intellectually, beautiful and confident bad ass of a woman that had him question why Peter never made a move when he had the chance.

But now, well she looked rough. Her eyes were red from a combination of crying and lack of sleep, something half the people here seem to be experiencing.

"Hey Johnny…" Sue said before she saw Kaine and her eyes widened "Oh I'm sorry, I didn't see-"

"It's fine" Kaine said in a reassuring tone "I don't think anyone here was expecting to see me… not for this"

Sue nodded as she brought her arms up and hugged herself. Johnny placed his hand on her shoulder "How's Franklin and Valeria?"

"Confused… worried… wondering what's going to happen to Peter" Sue said as she wiped away a stray tear that fell from her face "I just dragged them away from a room where Reed, Steve and Tony just ended a half hour long argument with Maria, convincing her not to have Peter locked up in some damn SHIELD black site or thrown into the Negative Zone"

"Bitch can try" Kaine growled out as his hand tightened into a fist.

"Did you call Murdock or Walters?" Johnny questioned his sister with worry "If Maria's going to try that-"

"Tony's already called them and they're already putting a defense together for Peter if Maria tries to pull that damn murder angle" Sue said as she pulled Johnny into a tight hug "It's not fair…"

"I know" Johnny said as he rubbed Sue's back while Kaine glanced around, not out of embarrassment but because he kept getting this odd feeling that they weren't alone.

It was then that Kaine felt someone place a hand on his shoulder and he looked to see it was Sue.

"Come on" she said as she gestured for the man to follow her "Peter's down this way"

"Okay…" Kaine said quietly.

Johnny followed after them with an odd look on his face "Wait, how come when I touched you, you freaked out but when Sue did, you didn't seem to mind?"

"Because she's Sue effin Storm-Richards" Kaine said with a small chuckle "What man wouldn't want her touching him, be it platonic or not"

"Down boy… I'm married" Sue said with a small tired grin at the memory of Peter explaining who Kaine was after the events of 'Spider-island'. In the young man's own words, he was pretty much him without a filter… or the strong sense of responsibility and inferiority complexes.

"In this reality… thankfully there's quite a few others where you're not" Kaine said with a small shrug "I'm sure I'll find the Sue of my dreams one day"

Sue was quite for a few seconds before she looked back at him with a small smile "I hope you do too"

The rest of the trip was made in silence with the only sound being their footfalls. Eventually they came upon the door that led into Peter's room with two members of the Dora Milaje outside it. Sue let out an annoyed breath of air.

"Is this really necessary?" she asked the two women warriors.

"Just a safety precaution" one of the women said in a heavy accented voice as she stared at the trio "Our king doesn't wish for any more… issues"

"Well so long as there's no mutant girls with a giant ass sword still running around, I think we'll be fine" Kaine said with annoyance.

"Kaine…" Sue glanced at the man with a look before she looked at the two Dora Milaje "Look, can you come back in ten minutes or something. Give these two some privacy"

The two Dora Milaje stared at Sue's face for several moments before they both nodded "Very well… but only ten minutes"

"Thank you, if anything happens we'll call" Sue said with a tired nod as the two warriors backed away from the two and made their way down the hall.

"You know I thought T'Challa was one lucky bastard for having an entire spec ops unit of women like them as his personal guards on top of being married to Ororo" Kaine said as he watched the two women move out of his sight "But given their personality and the fact Ororo just helped attack his nation, I'm beginning to think he has worse luck in romance then me, Ben and Peter combined"

"Wait till you meet his sister Shuri" Johnny said with a snort before Sue smacked him in the back of the head "Ow…"

Sue gave her brother a look before it softened as she glanced at Kaine "You gonna be okay in there?"

"Yeah… besides he and I haven't really spoken in a while so I guess now is as good as time as any" Kaine said as he glanced at the door and frowned as he for a brief moment made out some sort of magical runes flow over the metal door before vanishing. He then glanced back at Sue "Has he been told-"

"Yes… just… just try to be careful about how you address it… Peter, he didn't take to too well as you can imagine" Sue said as Kaine approached the door and stood before it as it scanned his form before beeping and began to unlock the inner mechanism within it to allow him entry.

Kaine let out a ragged breath as he felt Sue and Johnny's eyes on him as the final lock was released "Not how I thought my first trip to Wakanda would go…"

He then took a deep breath and entered the near barren room with a somewhat steely resolve.

Peter, from what Kaine could see, either didn't notice or didn't care that Kaine was now in the room with him, the man was too busy looking towards the floor, or as close as he could muster given how restrained he was, in silence.

"So… I take it things didn't go all that well huh?" Kaine asked as he removed his mask and ran a hand through his short hair after standing there for some time.

Peter nodded sullenly, his eyes red from crying, or well as close to crying as he was willing to get these days. Nothing was said as the two spider powered men stared at each other in a tense silence. Then again what could either man say?

While they have both come to see each other as brothers, to a very reluctant extent on both parts, they weren't very close outside the occasional call for back up or to make sure the other was still the same old same old. Like they didn't finally snap and go on a murderous rampage. Sometimes the other would find it funny, Peter and by a technicality Kaine, had for so long wished for someone to talk to, someone who truly understood what he's been through and see where they were coming from in the things they've seen and the choices they've made be they good or bad.

And they in a twistedly ironic sense got it, Kaine after all, had all of Peter's memoires from his first seven years as Spider-man, same with Ben. So, he knew what Peter felt when Gwen died, he knew what Peter felt when Jean DeWolff was killed, what it was like to be possessed by Venom, to be fighting against the nightmare that was Thanos with the Infinity Gauntlet and a litany of other events, some small and some so massive both men could barely comprehend them sometimes or how it is they survived it in the first place.

Yet despite all of that, the two could ever really find the right words to say to each other, more often than not falling back on their typical sarcastic remarks and quips. Finally, after what felt like hours, Kaine let out a sigh of exhaustion before nodding at this "Alright then… so now what?"

Peter let out a sniffle as he looked down at his restrained hands "S-Steve and Reed want to uh… relocate me somewhere… somewhere where I can learn how to better control the Phoenix… or try to"

"And how long could that take?" Kaine asked with a frown.

"Don't know… months… years even" Peter said as he tried to adjust his position as best he could.

Kaine gestured towards the restraints after seeing the look of discomfort on Peter's "Are those really necessary, or did you ask them to be kept on?"

"Bit of both" Peter said in a quiet tone "Don't want to risk losing control again"

"From what Sue and Johnny told me, I have some magical mutant with a sword to thank for that. And the band of Mutants she rode in here with named Scott, Emma, Namor, Magento and whatever the hell that girl that's apparently related to Jean from the future. Rebecca or whatever it is"

"Rachel…" Peter corrected.

"Who cares, cause I sure as hell don't" Kaine said as he began to pace the room "So after you manage your new powers, difficult as that may be, what are you going to do about Scott and his little group of Mutant terrorists?"

"What's there to do?" Peter asked with a tired sigh.

"Uh I don't know, get back at them for what they've done maybe?" Kaine said with a frown.

"Attacking them won't fix what happened. I mean yeah they should pay for the Wakandans they killed, but it wasn't the X-men that killed Logan… it was me… the Dark Phoenix" Peter said.

"What's the difference between the Phoenix and Dark Phoenix?" Kaine asked with confusion "Isn't it the same or something like that?"

Peter shook his head "No, I mean it's the Phoenix but it's at the same time not the Phoenix"

"Huh?" Kaine said with a confused look on his face before he gestured for Peter to explain.

"Xavier says that the Dark Phoenix is created when the Phoenix Force is exposed to human emotions, dark and negative ones to be more exact. It turns the Phoenix, corrupts it for the lack of a better term. It changes from a being of life and rebirth to an entity that craves destruction and power" Peter said as he looked down that the floor with a sigh "And the Avengers experienced that first hand…"

"So, the Dark Phoenix is like if the Phoenix got a nice little taste of Venom or whatever?" Kaine asked, trying to make sense of the Phoenix changing into something else while at the same time not "Well shit, and here I thought the damn thing was scary enough on its own"

"Yeah… but that didn't keep Logan from stabbing it… me… through the chest. Just wish it did more than convince the thing to kill him off…" Peter said sadly.

"Funny, I thought nothing could kill that guy" Kaine said with a sigh as he rubbed the back of his head "Though I guess you should count yourself lucky"

"What do you mean?" Peter asked with a troubled look.

"Well as bad as it was, you or well the Dark Phoenix or whatever it's called, only killed one person" Kaine pointed out "I mean sure it beat the Black Widow into a coma and that bow wielding guy Barton won't be walking for a few months after this along with most of the X-men probably, but it could have been a lot worse"

"Yeah… maybe" Peter said with a broken and exhausted expression. Despite the fact he spent the better part of a day unconscious it still felt like he ran a marathon for superhumans like him in mind almost nonstop. His body was still healing and the Phoenix has thankfully been awfully silent during this whole ordeal.

' _Though that's likely because of the psionic dampers I have on me. Try to keep it under lock and key until I'm in a better state of mind… heh now that's a joke if I ever heard one. Me, with a good state of mind…'_ Peter thought before he saw Kaine looking at him strangely "What?"

"You seem a little different is all" Kaine said with a nod thrown towards him "You seem… I don't know, just not the same as the last time I saw you"

"Well I did get blasted by an orbiting weapons platform after getting punched in the face by two Hulks and Carol as Binary" Peter said with a slightly bitter expression as he looked down at his injured form "I doubt any healing factor or insane durability from a source of power that surpasses even the gods will keep you looking the same after that"

"No, it's not that. It's just there's this sort of feeling your giving off that makes you seem different is all" Kaine clarified "Like you're the same but not the same at the same time, if that makes any sense"

"Not really but then when has things in our lives ever make a litany of damn sense" Peter said with a frown.

"Fair point…" Kaine sighed as he glanced around the room "So aside from Adamantium and Vibrainium locks and a few nice looking psionic dampers, what else is keeping you in here?"

"Some spells crated by Strange and Wanda. Might not be enough to stop the Phoenix if it decides it wants out but it should hopefully slow it down" Peter said as he leaned his head back and did his best to stare up at the ceiling.

"Surprised they didn't do that before hand" Kaine commented.

"In their defense, they didn't think I'd lose it that badly that quickly" Peter said quietly.

"Yeah but come on man, it's the freakin Phoenix Force, at what point in the times it's been on earth has things ever gone well with it? I mean shit man, with your luck that should have sent up everyone's red flags" Kaine said with a grim chuckle "If anything we're lucky you didn't end up eating a star or something which resulted in the deaths of bill-"

"You know Kaine, as much as I appreciate you being here, I'd appreciate it even more if you shut the hell up!" Peter snapped at the man.

Kaine quirked a brow at this "Just saying…"

"Yeah well right now I'm still trying to deal with the fact I killed just one person, I'd rather not have to deal with the possibility of causing the deaths of even more!" Peter said with growing aggravation.

For a brief moment Kaine felt his spider-sense go off and the lights in the room flickered ever so briefly before they stopped and the tingling sensation of Kaine's sixth sense died down.

Peter took a deep breath before he let out a small exhale through his nose "Sorry…"

"I'm a big boy Peter, I can stand a raised voice or two thrown my way" Kaine said as the room slowly fell back into a sort of awkward silence.

Finally, after several minutes had passed at a painstakingly slow rate, Kaine muttered a low 'fuck it' and stood up and placed his hand on Peter's head and gave it a sort of heartfelt if awkward pat on the head. The new host of the Phoenix force glanced up at the man best he could with confusion and embarrassment written all over his face.

"Uh, what are you doing?"

"That weird pat that 'brothers' are supposed to do that means 'I'm here for you and I'll watch your back'. Why am I doing it wrong?" Kaine asked as pulled his hand back and glanced at it "Hmmm… weird"

"Something wrong?" Peter asked as he looked up at Kaine best he could.

"Nah, just they might need to really tweak those psionic dampers is all, felt almost like a rush of energy flowed through and around me when I touched you. Didn't help when you raised your voice a little earlier at me I felt my spider-sense go off while the lights flickered" Kaine said as he lowered his hand just as the door opened to reveal Steve, Reed and Stark.

Kaine's eyes narrowed at the trio "What do you three want? We're having one of those weird brotherly bonding moments that's more awkward then heartfelt"

"Kaine, please try to be nice" Peter sighed in exasperation.

"Why should I?" Kaine questioned his genetic template as he nodded towards the three "Out of all of them, the only one I like is Rogers since he's so far yet to screw you over in any real way outside being a better hero that can make throwing a shield seem badass"

"How'd I screw Parker over?" Stark asked with a frown while Reed adverted his gaze towards something else in the room, the leader of the four didn't need to be told how he 'screwed Peter over' as Kaine put it.

Kaine simply stared at him as he slid on his mask, waited a second before pulling it off "Hi world filled with a lot of people that hate me, my name is Peter Parker and I've been convinced to help Stark arrest people be they heroes or villains but mostly heroes and lock them away in the life draining Negative Zone. The only good thing you ever did to him was give him that sweet Iron Spider suit that we've since made far better advancements to"

"You've been tinkering with my Iron Spider suit?" Peter asked with surprise.

Kaine shrugged as he glanced at Peter "Hey, I have a lot of free time working in your lab at Horizon when I'm not playing you or sleeping with your feisty co-worker Sanjai"

"Wait what?!" Peter said in surprise before Steve cleared his throat

"As much as I would like to hear that, and to be honest I actually don't, it's time" the first Avenger said with an uncomfortable expression on his face.

"Time for what?" Kaine asked with narrowed eyes.

"We're moving Peter to somewhere more secured so he can learn how to better control his new-found powers, well most of them any how" Reed spoke in a diplomatic tone "And before you ask, no it's not some SHIELD black site"

"And where is this place?" Peter asked nervously.

"Yeah, I want to know where too" Kaine said as he glanced between the three while he slowly got between them and Peter and stared them down with narrowed eyes "That way if you all try something, I want to know where I'm breaking into and how much hell I can reasonably raise"

Steve stared at the dark minded spider man for a moment before he took a deep breath and revealed the location

"K'un-Lun"

…

* * *

And done.

Next chapter, Peter is relocated to K'un-Lun to begin training in controlling the power of the Phoenix with the aid of the Immortal Iron Fist and the Scarlet Witch while struggling to come to terms with what happened in Wakanda. Meanwhile Lady Death locates and confronts the Beyonder in regards to convincing the Phoenix Force to choose Spider-man as its new Avatar…

Also, anyone hear the word for December? Marvel seems to actually be doing something right for a change, bringing back a character that we've all have been hoping to see for some time now but only got glorified cameos that were left as either possible hallucinations or the real thing or just the occasional mention, but nope Marvel's actually going through with it seems and their going to keep them around.

THE ORGINAL JEAN GREY IS COMING BACK!

Let's just hope Marvel doesn't pussy out like they did with Hickman's run that led up to Secret Wars and Battleworld and was supposed to be a hard reboot for Marvel's comics.


	10. Chapter 10

Answers to reviewers' questions or statements:

 **gemm1mt** : Oh they will, soon.

 **treyalexander63917** : Reed's backing the Superhuman Registration act and helping to try and arrest Peter. I'll go into greater detail next chapter but that's largely why Kaine think's Reed screwed Peter over. Reed was someone that Peter trusted and looked up to and having the man know about the violated rights that the people the Pro-Registration side were bringing in and saying nothing about it, well it struck a chord with him.

 **Guest** : No, for the most part the story won't be light hearted but it won't be too dark and grim it was like the last few chapters. Every good story needs a dark beginning to get things rolling.

 **JJChandler** : Yes, I would, hell I'd gladly write numerous one shots and maybe miniseries for Marvel on Spider-man if they'd let me.

 **kival737101** : It won't be permeant unless the readers want it to be. Still have plans to pair Kaine with a alternate version of Sue Storm but hey why can't he have both?

 **EroSlackerMicha** : DC's starting to somewhat pull things around again, Marvel I'm not sure the people there understand that no one likes half the crap they've been pulling lately. Legacy seems to be an attempt to bridge the old with the new which with some characters and they'll already screwing that up. No one wants to see Cho as the Hulk anymore, they just don't because he's just in my opinion boring and his stories are meh to me and likely others at best. Just because their taking him to Sakaar doesn't mean jack to me at least. At least with Thor, the writer knows that Jane's time is coming to an end and has acknowledged that we're getting close to the end of her arc as Thor.

 **Spawn Hades** : She's Deadpool and Thanos's girl that's got an eye for Spidey, poor bastard, he's about to have some pissed off ex's coming his way and one of them is a god pretty much.

 **Atdown** : Yeah, Sanjai is that spunky smart girl with attitude that someone like Peter needs in his life sometimes, help him keep his crap together and all that.

 **Guest** : I like the new variant cover, I'm using it for my profile pic.

 **Dante 101** : It's part of the reason why I'm hesitant to possibly add her to it, I mean it could potentially work but then at the end of the day he's someone that to a degree killed her father. Yeah we'll be seeing that Logan's death will be sticking with him for some time. Reed backed Tony during the whole Civil war thing, I'm going to go into deeper detail over the next chapters to further explain why Peter really did join up and all that, at least from my point of view. Well to be fair Kaine's never been one for being considerate or tactful in regards to handing these kinds of situations. Still, it's better than what Deadpool might have said.

 **LL** : No I mean the 616 Jean Grey from the comics. Hugh Jackman retired as Wolverine because the man's getting old, he's like close to 50 now.

 **Yo** : Kaine is getting his own Sue Storm if it's the last thing I do in this story… he's gonna need the support.

 **DarkJoey** : I wouldn't say that Petr is the saint, I mean sure he's never gone as far as Cyclops has over the years but there's a few skeletons in Peter's closet.

 **duskrider** : That's understandable but they seem actually committed to this one for once, Marvel knows, as blind and as deaf as they are lately, that this is one of those few characters that you do not tease and jerk people around over. They tried to do that with Rogers going all HYDRA, there were even plans to have a sort of second Dark Reign or what Tony Stark wne through post-Civil War with him but the outcry against evil Cap was so big that they had to end it the way they did with Secret Empire and jumpstart Marvel Legacy early because of that. Don't believe it when they say it was all planned, no it wasn't. I have a friend in Marvel Comics and while he's not up there at the executive level, he's high up enough to know what's going on most of the time and the back lash for HYDRA Cap put a lot of their plans in the trash. I mean the idea is a good one, Marvel just didn't go about it in the right way. Better to ease people in then just drop a bomb like that on them.

 **gunman** : It was more of bringing in someone that hasn't been affected by what's happened recently but is close with Peter, and Kaine was it. Considering that Scott's X-men is aligned with people like Magento and Namor, it's not too surprising and they likely just didn't expect it to come back to bite them as bad as it did. Let's just say that the Beyonder may have unknowingly or even knowingly screwed up something that Death has been working on for years now.

 **Redrangerlegacy** : Well from the looks of it, Scott may still be dead by then so it'd be a moot point, but Peter and her can always have Death go to the other side and let the man know that Jean's now sleeping with Peter… and Wanda…

 **Scott the Wanderer** : Well the Mutants from the Jean Grey institute where Logan was headmaster of will still be looked on favorably, they sided with him when this all went down, it was just Rachel that went turn coat. Nah the Beyonder after this chapter will be taking a back seat for this story for a while, we won't be seeing him again until the final Incursion between the 616 earths and 1610. Good point for Laura, but I'm still on the fence at the moment, I'll mull it over as the story goes on for a little while before making a decision.

 **cabrera1234** : Maybe…

 **Gundamfreedomzer:** We'll be seeing some of the X-men's reactions to what's happened soon. For now, I have no real plans to include a woman from the X-men, figured that Wanda sort of counts. Sure, she's never been an actual X-man, far as I know, but she is a mutant so goal accomplished sort of, maybe? Yeah Kaine has a lot more insight then most on what Peter's likely going through, his hands aren't exactly clean either during his less than heroic days before his first death at the hands of Kraven's family.

 **chucky700** : Yeah, Madam Web will be showing up next chapter. No, he's dead here, fire caused by the sin is one thing, but cosmic flames from the Dark Phoenix is something else entirely plus the Phoenix had more or less shut Logan's healing factor off before he died so there ain't no coming back from his death.

 **90skid4life** : Yeah, a lot of Peter's friends and teammates know he's in K'un-Lun but there's a sort of authorization thing they need to seem him. I'll go into more detail on that next chapter. A few might come to see him as that over time, but for now no not really.

 **Gamerslegacy** : She'll be showing up soon and we'll see her reaction to Spider-man becoming the new host of the Phoenix and the fallout of the X-men's assault on Wakanda.

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

"I can't go on Logan, please kill me now!" Peter whined as he lumbered into the kitchen located in Avengers tower in the middle of the day, his suit torn and dirty from an intense battle he just had with the Hobgoblin and the new Venom that Peter's seen around a few times that apparently lost control for a few minutes before regaining his senses and helping Peter beat the homicidal orange clad goblin.

Logan, who had his cowl pulled back as he prepared to take a drink of his beer glanced at Peter with a raised brow "Bad day I take it?"

"Bad week…" Peter said with a sigh as he sat in the chair next to him and dropped his damaged mask on the table "And its only Tuesday!"

"Well then the rest of the week should turn out fine" Logan said as he went back to taking a sip of his drink.

"With my rotten luck, by the end of the week I'd have faced down two doomsday plots that I was just barely able to stop, face down some enemy that I haven't seen in a while who will push me to my absolute limits both physically and mentally before ending the week on a high note with either me missing a due date for an assignment at my job or having to cancel another date with Carol"

"You and Carol dating or something?" Logan said with surprise.

"No, I mean maybe- ugh I don't even know anymore!" Peter groaned as he ran a hand down his face "I mean I think she wants to date but at the same time I think she's just trying to make up for the crap first date that we had is all"

Logan stared at Peter for a moment before a thought came to him "What about Jessica?"

"What about her?" Peter asked with confusion "Is she okay?"

"Last time I checked but I couldn't help that every time she sees you lately she's had this look that says she's waiting for you to say something to her" Logan explained.

"Really, what's she wanna talk about?" Peter asked with worry.

"Don't know kid, why don't you go find out" Logan said as he took another sip of his beer.

"I guess" Peter said before he heard a faint beep from his web shooters which caused him to panic and attempt to remove them before a faint hiss was heard and web fluid began to leak out the die along with compressed air "Oh come on!"

"Is that a bad thing?" Logan nodded towards the fluid leaking from Peter's wrist, where the web shooters were located.

Peter scowled at the man "Nooo, it's a new feature for my web shooters I'm trying out!"

"I'm just asking, no need to be a little twerp about it" Logan said as he emptied his beer before he crushed it against his head and made a throw towards the garbage can and watched it bounce on the rim before going in. He then reached for another that was on the counter as Peter grumbled as he removed his web shooter and tried to stem the leaking.

"I swear today's been the worse for me"

"Probably, but it could be worse" Logan said as he took a sip of his newly opened beer before humming in approval at the taste "Mmm, that's good"

At this Peter snorted in grim amusement as he fiddled with his damaged web shooter "Really, how?"

Logan's response was to laugh as he gave Peter a light pat on the shoulder that didn't feel right to the wall crawler. He turned towards the man's limb and felt his eyes widened as he saw it was only an Adamantium skeletal hand on his shoulder. Peter swallowed nervously as he slowly looked up to see Logan was now a scorched skeleton, his empty eye sockets staring into his very being as dark red and black flames suddenly erupted around the duo.

"You could be dead… like I am"

…

"GAAAH!" Peter shouted as his eyes suddenly shot open as he fell out of his bed, breathing heavily as he found himself drenched in sweat. Peter backed away from his bed until he felt his back hit the cool wooden wall of his new quarters located in the heart of K'un-Lun and let out a heavy sigh as he pulled his knees in and rested his elbows on them while he held his face in his hands.

"Just… just a dream… just a dream…" Peter muttered as he felt his body shiver at the image of Logan's skeleton looking at him.

It's been over a week since Peter was moved to the mystical city and every night since then Peter's been haunted by the same thing… Logan's skeleton. It could be argued that Peter made a mistake in wanting to see what was left of his friend and maybe it was. But to Peter, he needed to know what he… what the Dark Phoenix… had done to the man that was the best at what he did, and what he did wasn't very nice.

Peter took several shaky breaths as he tried to calm himself before he looked over at the night stand that was by his bed or more specifically, the item resting on the wooden surface. It was an upgraded psionic damper of the one that was currently on his wrist to help better keep his telepathy under control. Peter raised his hand, as if to call it over to him, before he stopped halfway and frowned as he looked down at his partially outstretched hand and sighed. He then got up and approached the device and picked it up and began to attach it to his other wrist just as the voices began to creep into his mind.

Peter inhaled deeply before exhaling out his nose as the voices stopped dead and he was left to his own thoughts… well his and that of the still silent Phoenix. Peter glanced down at the older psionic damper Reed had first given him and frowned as he saw what looked like faint burn marks on the smooth metal.

"Well… that's encouraging" Peter said to himself before he heard a knock at the door, causing him to flinch in response.

"Peter… are you okay in there?"

It was Wanda, she must have heard him and decided to make sure he wasn't about to have a breakdown or just wanted to make sure he was okay, or both.

Peter took a steady breath before answering "Yeah, I'm fine… just a bad dream is all"

Wanda was silent for a moment before Peter heard her open his door and slip right in. Peter couldn't help but blush at the red and pink nightgown she had on under her equally tasteful black robe. It did a great job of displaying her body in a way that would have men drooling and Peter was willing to admit he fell into that category.

He quickly shook his head of those thoughts before he suddenly became self-conscious of his own sleep wear in that he only had on a pair of sweat pants.

And based on Wanda's staring at his bare torso, she noticed too.

"Sorry…" Peter said as he looked around for a shirt "Just give me a moment to uh-"

"No, it's fine…" Wanda smiled shyly as she adverted her gaze for a moment as Peter placed on a blue shirt.

"So what time is it?" Peter asked as he glanced at the mutant beauty while sitting down next to his bed.

"Close to three in the morning… that's two hours longer sleep than last night" Wanda said as she came to stand next to Peter before sitting down next to him, being mindful to keep a few inches between them. Not because she was wary of him, but because she didn't want to make Peter any more nervous than he already was with her being in here.

' _I thought Jess was joking when she said Peter got extremely shy and nervous around women, makes me wonder how he was able to hold a relationship with someone like Mary Jane Watson for so long'_ Wanda thought as the two sat there in silence. After a few minutes, Wanda decided to speak.

"Where was the dream this time?" she asked, the nightmares were largely the same in that it ended with Logan appearing as a burned skeleton but the setting was always different. One night it was in the X-mansion, the next in the Avengers Mansion and with last night being in one of the old bunkers that the Secret Avengers used during the Civil War.

"Avengers Tower… the uh, the kitchen" Peter said as he wiped some sweat off his forehead "We were talking about how rough a day I was having being… you know… Spider-man and he eventually said, 'it could be worse', before I saw he was…"

"It's okay…" Wanda said as she placed a hand on his shoulder and felt that the man's skin was warm to the touch.

Peter started to chuckle as tears fell down the side of his face "It's kinda funny when I think about it now. I mean I've seen some terrifying things in my life… but the image of Logan's skeleton…"

Peter let out a small sniffle as he wiped his eyes "Heh, seeing his skeleton makes every nightmare I've had of either Carnage, Venom, Osborn or Otto combined look like a bad joke in comparison"

Wanda nodded at this as she rubbed Peter's shoulder "I wish I could say it gets easier, that the dreams eventually leave but…"

"But they don't, do they?" Peter said as he turned towards Wanda with a sad expression "No matter how hard you try, they always creep up back in there"

"Yes…" Wanda nodded as her own nightmares came to mind, the words 'No more Mutants' echoing through her mindscape again and again, like a dark twisted chant that sounded worse and worse each time.

The two sat there for a time, neither one saying anything. Eventually Wanda's head rested against Peter's shoulder and he laid his head on top of hers and noticed that her hair smelled like vanilla as he and the powerful Mutant slowly drifted off to sleep.

…

It was over a day and a half later that Peter found himself sitting in a lotus position in the middle of an empty dojo with two others watching him off to the die as he had several large rocks slowly orbiting around him. Peter felt his head begin to throb as he tried to increase the rotation before his vision was briefly blinded by what could only be described as fire and a faint echoing screech of a bird.

' _You could be dead… like I am'_

"AH!" Peter jumped as the rocks suddenly fell to the ground, one of them cracking slightly under the force of which it landed.

"Again…" the Immortal Iron Fist said as he watched Peter take several deep breaths to try and steady himself.

"Uh no offense Danny, but how does this help me?" Peter asked as he tried to steady his breathing like the master martial artist taught him to.

"It's supposed to help you better control your telekinesis" Danny explained as he leaned against a wooden pillar next to him "Your training yourself to hold multiple objects, each of varying degrees of weight and size, and trying to move them at the same exact speed in the same exact pattern until doing so becomes second nature to you"

"Right…" Peter said as he closed his eyes and tried to lift the varying stones up at the same time, another exercise that Danny's having him do.

The stones shook for a few moments before only the lighter ones rose while the larger ones simply shook or rocked back and forth. Peter's frowned began to darken as he struggled to life the several ton boulders up.

"Come on… come on… come on" Peter said to himself as he felt the rocks begin to rise only for the smaller ones to fall to the ground. Peter opened his eyes in annoyance as he slammed his hand into the ground "DAMMIT!"

The stones around Peter were then suddenly pushed away from him by some unseen invisible force before they settled again.

"Calm yourself Spider-man" Danny said in a cool tone.

"I'm trying!" Peter snapped at the man and would have continued had he not caught himself and took a deep breath before he repeated his words in a lower, softer tone "I'm trying…"

"Your troubled" Danny said as he approached Peter "You were doing well for a time, then something happened that caused you to lose control for a second"

"It was nothing, just mind wandered a bit" Peter said as he ran a hand over his face.

Danny's eyes narrowed as he saw faint marks under Peter's eyes "When was the last time you slept?"

"Uh after dinner and doing a few of those telepathic sessions with Wanda last night like every other night, why?" Peter asked with a frown.

"I mean when was the last time you got a full night of sleep?" Danny questioned the man with a pointed look.

Peter stared at Danny for a moment before he looked away "Before I lost it and the Dark Phoenix went on a rampage because of it. Ever since I woke up and learned what happened… Logan dying… every night I keep… I keep seeing his skeleton and him telling me he's dead"

Danny didn't say anything about this as he stared at the man and was about to speak before the doors to the dojo opened and Wanda entered, she briefly had a scowl on her face that she quickly erased and adopted a much friendly look as she stepped into the light and gave both men an apologetic smile.

"Sorry, the conversation with Steve went on longer than I hoped"

"What was it about?" Peter asked with interest.

Wanda seemed unwilling to answer, likely because the news she had wasn't great before speaking in a cautious tone "Peter, you know how SHIELD is trying to have you arrested for what happened at Wakanda, yes?"

Peter's mood quickly dropped into one of sadness, granted it was halfway there but the sudden topic of his actions in Wakanda brought him the rest of the way "Yeah…"

Wanda took a steady breath as she continued "At first Maria tried to get you charged with the murder of Logan but She-Hulk and Daredevil were able to prove that it wasn't you that killed him"

"Tell that to my conscious" Peter said a little bitterly before he took a deep breath and gestured for Wanda to continue "So what was Hill's back up then? She always has one"

Wanda seemed to be even more hesitant to answer this question, something that instantly worried Peter because now he was wondering if he wanted to know at all…

"She's… she's trying to now have you charged for multiple charges of manslaughter" Wanda said nervously.

"What?" Peter said with wide eyes "How the heck can she do that?"

It was then that Danny spoke "Peter, as you remember, when Namor attacked the Golden City, he flooded it, correct?"

"Yeah…" Peter said with a careful nod.

"Well… there were still hundreds if not thousands of people in the city after the initial attack, many of whom were likely in critical condition, that needed to be evacuated. T'Challa's sister Shuri had already dispatched a large number of men and women to aid in the rescue efforts but… not all of them could be gotten to in time"

Peter swallowed nervously "So, Maria is saying that because of that, because I was the reason that Namor attacked, she's trying to have their deaths pinned on me?"

"To a point yes, but there's more to then that" Wanda said with a sigh "Because we have reports that you were, to some degree, in control of your actions before the emergence of the Dark Phoenix when you engaged the Avengers, Maria is saying that a lot of people could have been saved had we not been tied up in trying to stop you. Not the Dark Phoenix, but you, from possibly killing Scott and his X-men"

Peter felt his breath hitched at that before he lowered his head in his hands "God dammit…"

' _All those people… it was bad enough that I killed Logan but because I lost control... hundreds of people died because the heroes were too busy trying to stop me from killing Scott and his X-men'_ Peter thought as he felt himself struggling to breath.

Peter suddenly stood up and placed some distance between himself and Danny and Wanda while he tried to control his breathing that was growing more erratic by the moment. It didn't help that for a few brief moments, bits of cosmic fire could be faintly seen flashing over his body.

"Peter…" Danny said as he took a step forwards but stopped as Peter suddenly slammed his fist into a large boulder.

The stone cracked and fragmented almost instantly as Peter stood there in silence, his body shaking with fury from the knowledge that his rampage caused the deaths of hundreds.

' _You fuckin idiot, you fuckin idiot!'_ Peter mentally raged as he ran his hands through his hair and began to pace back and forth while Wanda began to slowly approach Peter despite Danny warning her to don't.

"Peter…" Wanda said as she toughed Peter's arm, causing him to recoil in surprise before he saw who touched him.

It also allowed Wanda to see his eyes were beginning to water as she slowly approached him again and brought him into a hug "Shhh… it's okay…"

Peter slowly wrapped his arms around Wanda and buried his face into her hair and began o shake ever so slightly as his body was racked with silent sobs "No… no it's not…"

Wanda didn't say anything as she slowly helped Peter sit down on the floor while she continued to keep her arms wrapped around the man, as if she could keep him safe from the world almost. Danny didn't say anything as he watched the scene, feeling a little uncomfortable before he steadied himself, he knew when he offered and accepted the role of helping Peter learn to control the Phoenix that there will be times of emotional distress and well now was one of those moments… and sadly the first of many he reckons.

' _Thank god Wanda's here… not sure if I'd be able to help him… not like she could'_ the man thought as he waited for what felt like hours to calm down.

…

Mistress Death rarely found reason to ever visit the Infinite Embassy in her entire existence. Mainly because she wasn't much of a social creature and partly because she couldn't stand some of the other beings that would inhabit the halls of this place.

The Infinite Embassy was created by the Living Tribunal eons ago as a sort of neutral ground that was located at the top of Earth's dimensional clusters at the same point in every reality at the same time. Gods, demons, immortals, talented mages and other beings of sufficient skill and power could stay and interact here but they had to all abide by one rule. Everyone and that mean's everyone that chooses to be here must come in peace.

Failure to do so, risked the wrath of the Living Tribunal himself.

The last time someone broke such a rule was a powerful demon lord that was often regarded as the 'True Satan' and well… no one's seen him sense afterwards.

' _I did warn him that trying to assassinate the then current king of Asgard at the time wouldn't end badly, but he just had to ignore my warnings and go for the kill anyhow'_ Death mused as she passed several Kree Gods who did well to part before her as her dark cloaked form stalked through the bright hallways towards one of the rooms on the far side of the embassy that's tailored for visiting entities, be they mortal or not.

As she approached the rooms she began to see more and more gods, some from earth, some from the many worlds under the Shi'ar empire, the Skrulls and even a few that have come seeking refuge from Gorr the God Butcher's rampage across the cosmos.

She had just turned down a hall when she saw several young gods standing in the middle of the hall, laughing about something trivial. Her empty eye sockets briefly glowed red in annoyance as she tried to pass by them only for one of them to accidently step in front of her when one of its friends shoved them.

The entire area went silent as the young god's hand brushed her cloak.

Death, feeling the contact froze while the god that touched her looked around in confusion at why everyone was so silent… so afraid. Only then did he turn to see who he touched and paled at the sight of Death's skeletal skull staring at him.

"A-Apologies my lady" the god stuttered. While it was clear he was young, it was obvious that he knew the rules, or implied ones at least.

No terrestrial bound gods of any world or dimension were to ever touch a cosmic entity of her caliber without a very good reason.

Death stared down at the young god for a moment, before she turned and kept moving. Everyone watched her go before suddenly a cold dark feeling crawled its way up every one's spines present as Death turned back towards the god with a lifeless stare that could break Adamantium with its intensity.

"I expect to hear of you demise within the next few days godling… you can't hide in here forever and I'm a very patient woman" she said in a cold whisper before she continued on her trek, leaving the horrified god and his friends to figure out how they were best going to kill him to avoid her nigh unrivaled wrath.

She had no intention of going through with the remark of course, such petty things were beneath her… but they didn't know that.

' _As if they could'_ Death mused as she finally came to the room she wanted and without ceremony barged in to see the Beyonder sitting on a small couch with two goddesses, both topless and allowing their large firm breasts to hang as they planted kisses on his thigh with one of them slinking their hand towards his belt.

Death didn't even have to speak as the three turned towards her. She just moved to the side and gave the goddess a small stare.

They didn't even bother to grab their clothes as they rushed past her at speeds that defied man kinds understanding of physics. They knew the drill, when cosmic gods like Death say or imply you to leave, you leave, no questions asked.

"Really?" the Beyonder scowled at the embodiment of death in the universe "Cock blocking Death? Is that what you've resorted to?"

"When others do as you did, then yes… be lucky I'm being reasonable" Death said as she stared down at the powerful being with barely veiled contempt.

The Beyonder quirked a brow at this "Oh, and what is it that I've done?"

"You made Spider-man of Earth the Phoenix Force's new Avatar which led to the death of James Howlett… the Wolverine" Death said as she took a step closer to the sentient cosmic cube "A death that was not due for some time now"

"You're here because I caused the death of a guy earlier then what you had planned?" the Beyonder said with a raised brow before he began to chuckle "Wow, things must be boring if you're willing to come all the way here to tell me that!"

Death's fists tightened to the point the joints popped, causing his smirk to fall and be replaced with something more serious "It can't be just that. After all, what's one death compared to the thousands you get from Thanos or that other little agent of yours that's gone amok in the past few months… oh now I see"

"What are you talking about?" Death questioned the being with a confused expression.

"Oh nothing" the Beyonder said as he waved off her confusion "Just that you're not pissed that I caused a person's death earlier then what you intended, your pissed that I intruded on your territory, you sly little vixen of destruction"

"What?" Death said as she recoiled in surprise.

The Beyonder chuckled "Oh come on, you really think the other cosmic beings aren't aware of your 'sweetness' on the Spider? I mean the fact that the man seems to somehow survive seemingly impossible odds that have killed more powerful beings over the years should be clue enough, and don't even get me started on the whole letting him come back to life after his death at the hands of Morlun. I mean at that point you're not even trying to be discreet that your head over heels for him, or what counts for head over heels for someone like you"

Death stared at the being for a moment before she made to grab him before he suddenly appeared on the other end of the room with a smirk "Uh-oh, someone's mad. Careful Death, wouldn't want to piss of the owner of this fine establishment and risk getting wiped from existence. If that happens, who's going to strike up an odd yet fitting romance between you and the avatar of life and rebirth hmm?"

Death hissed at the sentient cosmic cube as her hollow eye sockets glowed with dark crimson energy while the room was suddenly filled with a dark sort of tension. The Beyonder smirked at Mistress death for a moment before his gaze flickered towards the doorway and he tensed at who he saw.

Death didn't bother to turn, already knowing who was there.

" **What… is the meaning of this ruckuses?"** a deep voice that seemed to be echoing through the air.

It was the Living Tribunal himself, having appeared once he sensed the power of Mistress Death flaring to worrying levels.

"Nothing Tribunal, just a little… disagreement on my tampering with Death's little spider boy toy" the Beyonder said before glancing at Death's silent but seething form.

The Tribunal stared at the white clad being for a moment before he turned his attention towards Death and narrowed his eyes at her **"Death… stop"**

The energy pouring from Death's eyes died immediately before she glanced at the powerful entity with annoyance, or what passed as annoyance with her skull like face.

The Beyonder saw this and nodded with a whistle "Wow, reigning in Mistress Death… you just went up a few notches in my book Tribunal"

The Living Tribunal glanced at the Beyonder with annoyance before he narrowed his eyes at the sentient cosmic cube **"Leave Beyonder"**

"Fine" the Beyonder said with a sigh as he faded from their sight leaving Death and the Tribunal alone in the room.

Since passed between the two cosmic entities before the Tribunal spoke in a lower but no equally powerful tone.

" **It isn't like you to act brash Mistress Death"**

"He's intruded upon my affairs for the last time" Death said as she turned her gaze towards the Tribunal.

" **Perhaps, but that does not give you the right to attack another while in the confines of these walls** " the Tribunal said as his three sets of eyes bore into her own **"Do not think that because you represent a universal aspect of this reality that makes you above the rules I've set for this place and all who either dwell or visit it"**

Death stared at the judge of the Multiverse for a few moments before she huffed "Fine…"

The mistress of decay and destruction made to leave back to her own realm to think upon further what Spider-man becoming the new host of the Phoenix could mean before she suddenly the Tribunal's voice stopped her.

" **Before you go, there is something I wish to make clear to you in regard to your… 'fascination' with Spider-man"**

Death glanced at the Tribunal with curious gaze a she folded her arms across her chest "What is it?"

" **Death, I am aware of your original plans to try and turn the Spider into an agent of yours and use him to create your supposed 'Web of Death' by corrupting him as you did Thanos in his younger years and have him kill the Master Weaver and take his place and have him become a sort of mate for you** " the Tribunal said as he stared at Death's slightly shocked form before she straightened herself.

"And…?" she asked carefully, knowing that trying to upstart the cosmic balance of that scale was usually warranted a greater response then just a stern talking to from the One Above All's glorified enforcer.

The Tribunal was silent as he stared at Death's tense form before he spoke **"Had it risked coming to fruition… I would have been forced to step in and destroy you before searching for a replacement for you, regardless if it angered your siblings"**

Death's 'eyes' widened in slight shock before she schooled her features and nodded "Well then, I suppose it's good that I never got a chance to enact such plans"

" **Indeed"** the Tribunal nodded before he turned to leave **"Death, I understand that you have grown lonely over the years and wish for a sort of companionship that your other siblings and various agents are unable to provide, but there is a balance that must be held and I cannot risk it being destroyed because you seek some form of intimacy"**

"So, to keep your precious balance I must live the rest of my existence alone?" Death questioned, anger and hurt just barely detectible in her tone.

The Tribunal stopped for a moment before he turned back towards Death with one of his faces **"Where there is life, there must be death. Where there is decay, there must be rebirth… perhaps you can obtain your long-sought co-existence with the Spider without having to go to such extremes as you originally planned"**

And then the Tribunal left, leaving Death to her thoughts before she silently faded back to her own realm of influence.

…

* * *

And done.

Peter's training continues with varying degrees of success while Jessica tries to figure out what exactly happened to Carol during her fight with the Phoenix. Meanwhile, Kaine is approached by Captain America and made an interesting offer.


	11. Chapter 11

Answers to reviewers' questions or statements:

 **treyalexander63917** : No, I gave no real plans to have the two meet in this story

 **Adtr509:** Could be seen as her culling any possible threats to her plans to make Peter her lover or she got bored and thought 'what hell'.

 **Jestalnaker94000** : Death is powerful in her own right but the Tribunal is above even her, arguably second to the One Above All in terms of Marvel's power hierarchy.

 **Spawn Hades** : We'll be getting some of those next chapters as Kaine comes to check up on Peter and fill him in on what's going on in NYC.

 **Bdawglegacy** : Not sure why Peter is never paired with other women that aren't entirely human. I mean it's almost always either Mary Jane who keeps going on that Peter should stop being Spider-man to be with her or some other random woman like Charlie, seriously has anyone really seen her since the end of Spider-Island?

 **Greer123** : She looks like how she does in the current Thanos comic Marvel's publishing.

 **Drago** : No, he might be mentioned and make the occasional cameo but I have no plans to have him have any real role in this story if at all.

 **Mezazra** : I think you mentioned something like it once but it was different. My 'Web of Death' comes from Spidey being corrupted by Mistress Death and manipulated into killing the Master Weaver and taking his place.

 **OmniPlanckInstant** : Who says the Beyonder escaped repercussions from Death? She's a very patient woman.

 **Guest** : Well then, I recommend you stop reading this story because Kaine is going to have a large role in this story.

 **Justafan** : How would a Stan Lee cameo be inappropriate?

 **gunman** : SHIELD has something that could bring possibly Peter down if it comes down to it, we won't see it for a while but Hill's not dumb enough to think that the current resources she has on hand will be enough. The Beyonder is from outside the Marvel Multiverse so he's technically outside the Tribunal's influence and the cosmic being is every bit as powerful as him.

 **chucky700** : No Thanos isn't stupid enough to take on Spidey with the Phoenix… he's just powerful enough to. This is a guy that's on a multitude of occasions brought reality to it's knees on his own without the Infinity Gauntlet.

 **keyblade master cole** : Yeah, she fed Scott's X-men team on the Avengers movements and where Hope was when she first up and vanished after the fight at Utopia at the beginning of the event and later left the School to join Cyclops in hunting Hope down after he and the others became the Phoenix five. Here she took an even more active role in helping Scott's side aside from being a mole and tracker.

 **Marveldcfan** : Psylocke will try to find redemption for betraying Logan's trust in siding with Scott's people, Rachel and Rogue on the other hand, yeah they'll be afraid of Peter, Rachel because she had her hand crushed by him and was nearly killed and Rogue because she's now even more afraid of Mutant kind's survival, same with Rachel.

 **90skid4life** : Yes, after Xavier and the X-men that backed Logan at the Jean Grey Institute get their affairs in order, they'll be doing what they can to help Peter and a few of Scott's X-men will be defecting back towards the other side after these events, some to save their own skins and others because they truly do feel regretful of their actions.

 **A Hero's Legacy** : She was but not anymore since Peter is pretty much a god thanks to the Phoenix Force.

 **Cosmicspiderking** : I've been thinking of doing something like that for both this story and a sort of original story I have in mind. Plus, Spider-man and the X-men is one of my favorite stories with both groups of people.

 **Projectxtreme** : I think she'll be more uneasy that someone that's not a mutant has the literal fate of Mutant Kind in their hands.

 **Dead922** : That sounds like a story I'd read. Logan goes to Hell… and kicks it's ass!

 **Watermeloan** : Part of the reason he's still around is because he's so powerful, there really isn't a being in the Marvel Multiverse aside from a handful like the Phoenix Force, the Tribunal or the Multiversal version of Eternity that can take him on in a fight.

 **Fenrir44** : Yeah, some of them will because they actually do still have a conscious and recognize when they made the wrong choice, others not so much or so quickly. Some might, and not for the best of intentions like wanting to sleep with him.

 **Superstar Kid** : Well the only ones that can really help Spider-man now are the X-men and they're fragmented and in mourning from the death of Logan, it'll be a while until some of them can help plus the Avengers might be keeping them at bay, just in case. The X-men, Scott' side mostly are already aware that Magik's actions had led to the emergence of the Dark Phoenix, plus Emma, Rachel and Pyslocke locking down his mind while Scott had Hope try to remove the Phoenix from Peter didn't help matters.

 **Dark King Marcel** : In the next few chapters.

 **Nintendoguy64** : No she's not, if she were to be with someone in this story it'd be more Kaine then Peter.

Disclaimer: I don't own any Marvel character seen, mentioned or used.

* * *

"…Annnnd then they had him taken to K'un-Lun where he's now training to use the Phoenix Force to the best of his ability to avoid another Dark Phoenix episode" Kaine said with a sigh as he downed the drink that he was given by the owner of the bar he was in.

The owner, a beautiful red head dressed in a tasteful black blouse and red pants gave Kaine a worried look "You think he'll be alright?"

Kaine scoffed at this "He's going to have the freakin Scarlet Witch for company. If his luck in regards to women as the same as mine, or well if mine's the same as his, he'll be more than fine"

Mary Jane gave Kaine an unimpressed look "Really?"

"Yes, really" Kaine said with a nod as he gestured for her to refill his glass "But all kidding aside, Pete's fine. Sure, he's probably suffering constant nightmares of Logan's death and the like but if I can pull through the crap I've done over the years, he can too"

"You think?" Mary Jane asked as she filled herself a glass after she refilled Kaine's "Don't get me wrong Kaine, I love that man, but it's just that Peter… he has this unhealthy fixation to keep things bottled up and never letting things go. I mean he's only now just starting to move on from Gwen's death ad he seems to have somewhat come to terms with his Uncle Ben's death. But now Logan on top of Silver having died only a few weeks ago, Mattie and Cassandra's deaths, or even your two's brother Ben? Everyone has a breaking point Kaine… everyone. I don't need to be that Inhuman guy Karnak to see that Peter might very well be approaching his"

"Well let's hope to every god there is that he doesn't have the Phoenix Force with him when he finally hit's it… what happened at Wakanda will look like a joke in comparison if it does" Kaine said as he downed the liquor in one shot "Ah, that's good. What's it called?"

"Something German than I can't pronounce but has a lot of vowels in it" Mary Jane said with a snort as she took more economic sips of her drink.

Kaine chuckled at the answer before he glanced up at the television that was playing over the bar and frowned at what he saw.

It was a report on the attack on Wakanda and that the normally isolationist nation has declared war against Atlantis and on top of that, a video of what looked like Utopia island off the coast of San Francisco that was the base of operations for Scott's people being surrounded by what appeared to be half the U.S. Pacific fleet and a SHIELD Heli carrier.

And just because the universe seems to be on a role lately when it comes to the 'Spider-clan' as Peter likes to call it, Norman Osborn has apparently gone missing… perfect.

"What do you think's going to happen now?" Mary Jane asked as she glanced at the screen as the news report went back to the X-men, specifically the ones that operated out of Utopia that have been confirmed to be behind the attack on Wakanda "More Sentinels or those Purifier guys launching an all-out attack on the Jen Grey School?"

"Not sure but I can safely say it'll be worse than either of those combined" Kaine said with a shrug, deciding to leave Norman for another day "If there's one group of people that I've met that have luck to rival us Parkers, it's Mutants… and probably Banner"

"Is it bad not to feel too sorry for them? I mean I feel bad for what happened to the guys from Logan's school and I've called Kitty to let her know that if she needs anything I'll be there to help but Scott's people… is it wrong to hope they suffer for what they did?" Mary Jane asked, unsure of the answer she'd want to hear.

Kaine set his drink down as the images of the injured children that he saw and helped drag out of the ruins of the Golden City flashed through his mind. One memory in particular stood out from the rest…

…

" _S-Sir…?" a small little girl, drenched in grime, blood and god knows what else asked as she was being lifted out of what was once an apartment complex by Kaine while Thor, Giant man and Doctor Strange searched the rest of the ruins for possible survivors._

" _Yeah kid?" Kaine responded, secretly grateful for the translator built into his suit, as he glanced down at small child in his arms while he waited for the search and rescue team to arrive._

" _W-Where's my mommy and daddy?" she asked, tears falling down her face "T-They said that t-they were going to see what's happening and then… then the building s-shook…"_

 _The girl's words soon began to grow incoherent as she began to shake with sobs and Kaine, as much of a hard ass that he likes to think that he is, slowly drew the girl into a tight hug._

" _Shhh it's okay, we're find your mom and dad kid, I promise" Kaine said in as soothing as a tone as he could muster._

" _P-Promise?" the little girl forced through her sobs._

" _Yeah… I promise, in fact they're probably waiting for me to get back with you so they can hug you to death and never let you go" Kaine said, trying to cheer the little girl up, if there's one thing he had in common with Peter aside from genetics, it was that they both hated seeing children cry._

 _The little girl nodded at Kaine as she hugged him even tighter while the boat that would take them back to the field hospital arrived._

 _Later Kaine would regret making that promise and getting that girl's hopes up because the first thing they saw when they got back were the bodies being fished from the water for proper burial later… and the little girl's parents were amongst the first found._

 _Her anguished cries would haunt him for years to come afterwards…_

…

Kaine then blinked and he suddenly found himself sitting in MJ's bar, his gaze focused solely on his drink as his genetic template's ex watched him with a sympathetic look. Finally, after a few minutes of gathering his thoughts Kaine spoke in a resigned tone.

"No… not at all, because honestly me, half the Avengers and everyone at the Jean Grey School is with ya on that boat"

The two sat there in silence for what felt like hours, the only sounds being the bustling city outside, the few workers in the bar getting it ready for tonight and the television playing in the background. Kaine had just finished his seventh glass before he heard his 'other phone' ring. Kaine let out a sigh as he pulled it out and checked to see who called.

"Who is it?" Mary Jane asked as she placed her and Kaine's glasses on the counter and gestured for one of her workers to come get them.

"Cap'n Mercia" Kaine said with a snort as he pocketed the phone "Man wants to see me about something'"

"Any idea?" the red head asked as she watched Kaine get up and stretch.

"Nope, but something tells me that afterwards, I'm gonna come back here for another drink" Kaine said as he gave MJ a wave good bye "Keep the bottle warm for me"

Mary Jane gave Kaine a small chuckle "You got it tiger"

Kaine laughed as he walked out of the club and made his way towards the nearest alley where he can change into his suit before he began the long, tedious one-minute swing towards Avengers Tower to see what Steve Rogers wanted.

…

"Alright, what'd I do?" Kaine asked as he found himself on the Avengers Tower landing pad after being called by Rogers to meet with him about something.

"What makes you think you did anything?" Steve asked the man with a raised brow.

"Because I told you to only ever call me when something happened to Peter that wasn't good and since you don't have that whole 'Bad news' face, I'm assuming it's something else unless you got really good at poker really quick" Kaine said as he focused on the patriotic Avenger "So what is it that I did?"

"Nothing, at least nothing yet" Steve said as he shuffled his feet.

Kaine's brow narrowed at this "Huh?"

"Kaine, have you been watching the news lately?" Steve asked with a sigh of dread.

"Yeah…" Kaine said with a small nod and an equally confused expression under his mask "Someone went and leaked the news, probably SHIELD or someone in Wakanda, about what really went down there… or almost everything"

"Correct, and because of that, the hatred for Mutant kind has skyrocketed to levels we haven't seen in years" Steve said with a sad expression as he glanced down at New York City.

"Well considering there's like what two hundred left, ain't much point in hating a slowly dying race" Kaine said with an unsympathetic expression under his mask. He was never really close to the X-men and what few memories that he has with them thanks to being a clone of Peter have close to faded now even the feeling behind them.

"Yes, well hearing that thousands of people in Wakanda are now dead because of a joint attack by Atlantis and Scott's X-men based out of Utopia has gotten that old hate back up again" Steve said as he ran a hand through his hair "It's gotten even worse when it was somehow leaked that Charles has taken in several of the X-men that were part of the attack"

"Which ones did he take in?" Kaine asked with a frown, he hasn't heard that one yet "Please for the love of every god there is that one of them wasn't Magneto or that bitch Magik"

"No, it was Psylocke, Rogue, Havok, Ororo and… Rachel" Steve said the last name carefully.

Kaine stared at Steve for a moment before he pinched the ridge of his nose, trying to keep his growing temper in check "He took in the brother of the guy that led the attack on Wakanda, the now ex-wife of the ruler of Wakanda which happens to be the nation that got whacked, someone that's hurt Carol in the past and was and maybe still is a loyal follower to freakin Magento and two women that betrayed Logan's trust and joined Scott's side. I mean shit Cap, Rachel dragged a teenage girl into that nightmare after she attacked several of Logan's students, on Scott's orders no less!"

"I'm not entirely onboard with Charles's decision either but he or more specifically Miss Pryde has assured me that in her own words 'they aren't getting treated like victims, if anything their lucky I don't phase their fucking hearts out and feed them to Lockheed while freezes them to death and Angelica roasts them to ashes'" Steve said with a cough, not use to hearing young ladies like Kitty or women in general swear like that, let alone repeating said words.

"Damn, she said that?" Kaine said as memories of Kitty when she was briefly with Peter rushed through his mind _'Huh, starting to see a pattern with Peter's women, all kick ass and look good doing it and have a repressed mean streak. Hmm now I just need to find my own that he hasn't gotten to yet and my life will somewhat be golden… wonder if there's a Sue Storm out there like that?'_

"So, you want me to help you arrest them or something?" Kaine asked after a few moments as he rubbed the back of his head "Like T'Challa asked for their heads and you and I and probably others are going to get them or something because Xavier said no?"

"No, but what I do have in mind does involve the X-men, specifically the ones that are still at the Jean Grey School at least" Steve said as he took a deep breath "Kaine Parker, I'd like to offer you membership on to a new team of Avengers that will also be occupied by the X-men that will try and fix the rift between humanity and mutant kind, the Unity Squad"

Kaine stared at Steve for several long moments, the only sound being the wind as they held each other's gazes for what felt like hours. Finally, Kaine spoke with understandable confusion in his voice.

"Patriotic shield throwing man say what now?"

…

Meanwhile, thousands of miles away in the city of K'un-Lun, Peter was with Wanda in the middle of a large dojo holding a sort of sparring like session while Danny watched on with a focused expression. The goal of this exercise was for Peter to use his increasingly enhancing telepathy and telekinesis in conjuncture with his now enhanced spider powers while in the midst of a fight.

Safe to say… Peter was getting his ass kicked by the mystical probability manipulating mutant.

"GAAAH!" Peter yelped in pain as a hex bolt from Wanda nailed him in the shin and another in the chest that sent him skidding back several meters, his feet creating small trenches as he tried to use his adhesive powers to remain connected to the ground.

"Focus Peter" Wanda said, her hands and eyes glowing as she fired another hex bolt towards Peter who had narrowly avoided the strike before he fired off a psionic blast towards her that was easily countered with a small protective spell that she muttered under her breath.

' _Hey, no fair! Your using magic too?'_ Peter mentally whined as he leaped out of the way of several hex bolts fired at him and glanced at Danny _'Dude, I thought you said she would only be using her hex powers today?'_

"I said that, she never agreed and I find trying to argue with a woman that can ruin my day with a simple spell or hex bolt to be too troubling to bother trying" Danny replied with a small shrug to Peter's telepathic complaining.

Peter scowled at the man "Oh you suck so-"

He was forced to halt in his insult as his spider-sense flared and he briefly saw what could only be described as a vision of Wanda firing off several hex bolts at him in sequence before she finally got him in the back.

Peter's body reacted almost automatically as he dodged the hex bolts before the final one that was supposed to hit him in the back was fired and waited until the last minute before he performed a triple backflip to avoid it.

"Hmmm, I was hoping that would be the one to get you" Wanda said with a small grin.

"Yeah…" Peter said as he landed in a crouch ' _Huh, so my spider-sense can now so if see into the future like it did back in Wakanda… why do I feel that it's not gonna make much of a difference in my life?'_

While Peter resumed mostly dogging, Danny watched the spar for a few moments before turning to his left after sensing another presence by him and was greeted to the astral projection of Madam Web.

"Julia…" Danny nodded towards her before turning his attention back to the spar.

"Danny" Julia said as she watched the spar between Peter and Wanda.

"I'm tempted to ask why you're here but I think I already know" he said as the two watched Peter create what looked like fiery Psi-webs and shoot them at Wanda who responded by creating several tendrils of chaos energy and blocked the psi-webs and shredded them before launching towards a grumbling Peter.

"When the Phoenix Force of all beings latches on to the Center of the Web of Life and Destiny, it tends to gain my attention" Julia said as she watched Peter struggle to hold his own against Wanda even though she was holding back tremendously "Would have been here sooner if I could but this event was so great that me and a host of other Madam Webs from across the Multiverse itself were called back by the Master Weaver himself to see how the Web of Life would be affected and where we'd go from here"

"Mind sharing?" Danny asked with a side glance.

"…No" Julia said after a few moments "I'm sorry Danny, it's nothing personal. The Master Weaver doesn't want what we discussed getting out somehow to any other cosmic beings that happen to be within 'hearing' range… not until the ramifications of Peter here being made the new avatar of the Phoenix can truly be tallied up. It could take months… years even"

"Could it lead to any possible universe or even multiverse ending scenarios?" Danny asked with worry.

"No… the Master Weaver, me and a few others don't think so…" Julia said with a frown as she watched Peter shoot multiple psi-webs that looked to be made more of fire than anything else towards Wanda who struggled to block them.

"Well here's hoping, I don't think the universe can take another crisis so soon after what we've been going through lately" Danny said as he ran a hand over his face.

The two stood there, or Danny stood there while Julia watched through astral projection from wherever in the world she was before she spoke.

"I must be going, there are a few other things I need to look into" Julia said as she began to fade away.

"Understood, but Julia?" Danny said as he turned towards the second bearer of the mantle Madam Web.

"Hmm?" the former Spider-woman said as she was nearly gone now.

"When you get the chance, come here in person and speak with Peter. Not as Madam Web and what him being the new host for the Phoenix means for the Web, but as his friend" Danny said as he looked to see Wanda blast Peter away, apparently ending the spar as Peter let out a hoarse 'Uncle'.

Julia was silent for a moment before she glanced at Peter with an unreadable expression that slowly broke into sadness "As soon as I can…"

"Thank you, it'll mean a lot to him" Danny said as the former Avenger faded away, leaving Danny with only Wanda and Peter for company. He took a deep breath before pushing off the column he was leaning against, they were oddly comfortable he would admit, and approached the duo.

"Congratulations Peter, you lasted by my count, a full five minutes against Wanda… when she's holding back at least"

"That's her holding back?" Peter groaned as he rubbed his chest "Hate to see her go all out and hold nothing back with her powers"

"Sadly, you and everyone else already has remember?" Wanda said and the air grew heavy with awkwardness before she scanned the room and saw a pair of towels and made her way over to them to wipe the sweat she had off.

"…Yes well" Danny said with a cough to break the tension as he glanced at Peter "While it is good to see you starting to get into the swing of things again, I'm afraid that your progression is a lot slower than I prefer. I know that I'm a poor substitute for people who could help you with this given that half of them were on Scott's team and the Avengers don't want to risk them being near you at the moment, I am little surprised with how little you have progressed. In fact, I believe that you're even trying to call on as little of it as possible in your exercises, unintentionally sabotaging yourself out of fear of using too much of it and having it manipulate you again like it did before"

"Danny, this isn't some weird new power that one can master if they do enough 'wax on and wax off' lessons with you. This is the freakin Phoenix Force, an ancient cosmic entity with a mind of its own that the Shi'ar sort of worship and fear and eats stars in its spare time because it can!" Peter said as he wiped off the sweat on his forehead "I mean some of the greatest telepaths in the world, people who've had decades of mental discipline in resisting others influence haven't been able to control this thing, so how in the hell can I when I've had my telepathy for all of what, three weeks at the most and piss poor discipline a recent telepath could have?!"

"By getting better" Wanda said as she approached the duo with a towel in her hands for Peter to wipe off his sweat "None of those telepaths got where they are today by throwing in the towel or complaining about how they can't do it"

"Yeah well, they aren't probably being haunted by the death of their friend, the deaths of hundreds of others, and oh yeah the knowledge that if they lose it again the world is screwed!" Peter snapped in annoyance as he took the towel from Wanda and rubbed the building moisture off his forehead.

The room went silent after that as Danny and Wanda stared down at Peter's form before the Immortal Iron Fist let out a small sigh and spoke.

"Tell me Peter, what would Logan say if he was here right now?" Danny asked as he stared down at Peter.

"Where's the nearest bar and does it have good beer?" the wall crawler said with quirked brow.

Wanda couldn't help but giggle a little while Danny felt his brow twitch before he cleared his throat "Okay, what would be the second thing he'd say?"

"Is it alright to smoke in here? You see he'll ask that while lighting a cigar and taking a puff from it before you can even say anything" Peter said with a small grin at the image of Logan doing just that.

"…Peter, be serious for a moment please" Danny said with a sigh as he rubbed his brow "For my sake at least"

Peter was silent for a moment as he did actually wonder what Logan would say to him now before he spoke "He'd be telling me to get off my ass and stop moping around and own up to what happened before saying I got lucky in beating him probably… before doing the first two things I said"

"Correct, granted that's likely a less crass version of what he'd say but the meaning is still the same my friend. You made a mistake by letting the Phoenix take control of you" Danny said and held up a hand as he saw Peter about to speak "Yes, I know you were distraught for what Magik did to Jessica and I understand the rage you felt at the time on top of only just recently coming into possession of it's power and therefore were vastly unprepared for what would happen if it tried to seize control, but you need to realize that the Phoenix despite it's great power is still in a way vulnerable to human emotion and exposing it to such negativity like rage or spite could lead to the emergence of the Dark Phoenix again"

"So, your saying I should never get mad again?" Peter asked with a frown.

"No, that's the problem that started this in the first place Peter" Danny said as he sat down in front of Peter in a Lotus position and propped his head up on his hands while he rested his elbows on his knees "You see, you never properly vented the rage you've accumulated over the years. Now yes there have been times where you have vented, but those are few and far in between. Because of that, all of the darker emotions you've had bottled up over the years completely overtook the Phoenix when it came into contact with it"

"So, what should I do?" Peter questioned.

"Simple, instead of bottling up your rage and never doing anything with it again like our mutual friend Banner tends to do, simply try finding a way to vent it in a more constructive manner" Danny advised.

Peter scowled at this "Like what, yoga?"

"It could help calm and clear your mind like it does mine" Wanda said as she folded her arms under her bust.

"You do yoga?" Peter said as he glanced at Wanda in slight surprise "Huh, who knew"

"No one" Wanda said with a blank expression "Because they never asked"

Peter winced at this "Sorry…"

"Why? Up until recently, you and I have rarely interacted outside a mission if we happened to be on the same team baring that time at a Christmas party where you got really drunk and asked me to have sex with you" Wanda said with a small shrug.

Peter's eyes widened at this "I-I what?"

Wanda smirked at this "Several years ago, before I lost my mind and depowered most of Mutant kind, you approached me and drunkenly asked if I wanted to see why they call you sensational after you made the decision to challenge Thor to a drinking contest by having some special brew Thor brought from Asgard. You lasted six drinks before you gave up which according to him was impressive, few could last just half a glass"

"Weren't you still married to Vision at the time?" Danny asked with a grin.

"Yes, and he wasn't very happy about you hitting on me" Wanda chuckled at Peter's mortified face "If it helps, I was actually drunk and pissed off at him enough to go through with it and I was just beginning to let you take me somewhere more secluded when Vision intervened"

Peter buried his face in his hands "I'll never be able to show myself in front of Vision ever again… that also explains why Mary Jane made me sleep on the couch for a week after that!"

Wanda laughed at this before soon Peter joined in all the while Danny watched the two with slightly narrowed eyes that if one looked carefully, were filled with a combination of intrigue… and hope.

' _Hmm… too soon to see… but perhaps more can be accomplished here than simply helping Peter learn to harness the Phoenix's power and possibly help Wanda undo the devastation she brought after the 'House of M'…'_ Danny thought before a man entered the room and bowed towards the Iron Fist.

"You have been summoned" he said coolly.

"By who?" Danny questioned the messenger as he stood up and brushed some dust off his pants and made a mental note to have this place clean later.

"Yu-Ti, master" the man replied.

Danny hummed at that while Wanda and Peter watched him with curious expressions with Peter voicing his own thoughts on the matter.

"Uh should I be worried or not?" he asked carefully.

"I will see what he wants but I doubt it'll have anything to do with you and if so I will let you know. Why don't you two take a walk around K'un-Lun. There's more to this city then it's martial arts, ancient magical dragon guardian and its spicy Duck Lo-mein" Danny chuckled as he gestured for the messenger to take him to the ruler of K'un-Lun and his adoptive uncle.

"Ok… tell your ruler slash adoptive uncle I said hi and thanks for letting me stay!" Peter waved at the departing man and his escort before glancing at Wanda "So… wanna check this place out?"

Wanda smirked at the question as she put a hand on her hip "Why mister Parker if I didn't know any better, I'd say you're asking me out on a date"

Peter blushed a little as he rubbed the back of his head "Uh well… um I guess it can be seen as that, I mean if you want it to. Doesn't have to be-"

"I accept" Wanda said with a grin as she extended her hand out and pulled Peter to his feet "Plus I've been meaning to see more about the various magics they have here. According to Strange, they possess spells and incantations that date back to the times before the first Sorcerer Supreme even"

"Neat-o" Peter said as he and Wanda left the dojo and began to make their way back to their rooms for a change of clothes and maybe a quick bath before they ventured out into the city.

…

 _Carol couldn't stop the whimper of fear and pain from escaping her as she laid on the ground, restrained by an invisible force as the world around her seemed to burn with some sort of dark demonic fire. All around her laid the burned, broken dead bodies of all of her friends, her family, every person she ever cared about._

 _And standing above her was a figure cloaked in dark red and black cosmic fire, a burning Phoenix symbol on their chest as the flames began to reshape and reform from a seemingly uncontrollable aura into what looked like spider legs…_

 _The figure leaned down and grabbed her head, causing her to scream as the fire burned her face to the bone while the figure laughed and the flames pulled back to reveal Peter's face but his voice, his eyes, it was all wrong, it didn't sound right, it sounded dark, it sounded corrupted…_

 _Evil._

" _ **When I'm done with you Carol… the pain… the feeling of violation at the hands of Marcus… will pale in comparison!"**_

 _The Dark Phoenix then placed its other hand on her face and before Carol knew it, something tore through her mind and all she could do was scream as the malevolent entity laughed._

…

"AAAH!" Carol shouted as her eyes flew open and she shot up from her bed, her entire upper body covered in sweat as she took several deep breaths to try and calm herself before she felt something trying to rise up her throat.

Carol quickly climbed out of her bed and stumbled towards the bathroom before she flicked on the light and made her way towards the sink before she suddenly emptied the contents of her stomach into the bowl with a loud choking sound. The blonde heroine let out a loud choked cough as she felt more bile rising in her throat before she spat it out.

"Christ…" Carol said with a hoarse voice as she switched on the faucet and watched the clear waters turn murky as it mixed with her vomit before slowly rushing down the drain.

Carol glanced up at her reflection and winced at the state she was in, she looked like she hadn't gotten a proper night of sleep in days, which she hasn't given half the nightmares she now had were almost exactly like the one she just had or even eaten a proper meal, again she hasn't, since the events of Wakanda. She let out a shaky breath as she held her hands on the cool waters flowing from the faucet and let it pool in her palms before she slashed it on her face and let the cool liquid run down her face, neck and upper chest as she repeated the process several more times.

It was then she heard Jessica's voice in her apartment.

"Carol, you here?"

"Dammit" Carol said as she tried to take a few more calming breaths and reached for some mouth wash to try and get rid of the smell of vomit on her breath, she really didn't need Jess to see her like this… she didn't want anyone to see her like this.

"Carol?" Jessica called out again, this time in her bedroom before she was suddenly at the bathroom door just as Carol spat the mouth wash into the sink "Hey, I've been trying to call you the past week, but you never answered"

"I've been busy" Carol said as she switched off the faucet and looked at Jessica's reflection in the mirror. She wasn't dressed in her uniform, just a pair of jeans, a red top and a pair of black sneakers which meant she still wasn't cleared for duty just yet.

"Yeah… I can see that" Jessica said as she took in her best friend's appearance with a critical eye "Jesus, Carol what's happened to you?"

"Nothing" Carol snapped in annoyance.

"The trace remains vomit on the counter says otherwise" Jessica nodded towards small splatters of Carol's stomach contents that didn't reach the sink before she let it out and that was before she commented on the smell in the air "Plus the rings under your eyes are so dark that if I didn't know any better, I'd say you're wearing your mask right now"

Carol didn't answer as she looked away from her friend, unable to meet her eyes as the woman silently wandered over to her and pulled her into a hug "Carol, please tell me what's wrong… please…?"

"It's nothing Jess, just… just…" Carol tried to think up of an excuse but found none before she let out a tired sigh "Just thinking back to what happened… and it manifests into nightmares. The usual bullshit in our line of work"

Jessica didn't respond as she slowly pulled carol from the sink and towards the bedroom and helped the powerful woman sit down before sitting next to her. She took Carol by the chin and gently turned her so that the former HYDRA agent could see her face.

"Carol, please tell me what's bothering you. I know something happened back there. Something bad but I can't help you if you won't tell me what it is. Please?" Jessica pleaded towards her friend, she's never seen her so broken up before in all the years they 've been friends.

"It's… it's…" Carol tried to say before she felt her body shiver at the memory of the Dark Phoenix pinning her down, trying to tear into her mind and nearly doing so "It was when I was fighting Pe-… the Dark Phoenix, I just regressed back to my normal power levels after it absorbed all that energy I was using as Binary and it… it…"

"It what?" Jessica asked with growing dread "What did it do?"

"It said… it said it was going to violate me" Carol said, tears starting to build in her eyes before she raised a hand and wiped them away "It said it was going to do worse then what Marcus did to me…"

Jessica's eyes widened at this "W-What?"

Carol nodded as het tears began to fall and she started to feel her throat tighten up "And you know what, that's not even the real bitch of it. I've heard that shit before from other people we've fought over the years, monsters… jackasses… and everything in between threating to rape me, to kill me, to make the hell Marcus, Mystique and Rogue combined put me though seem like a joke but…"

She tried to find the words to describe what she was feeling but they died in her throat as she let out a choked sob "B-But to hear i-it from the man I l-love? Hearing that in Peter's exact voice, to see his lips form those words, I-I can't… I just can't Jess… I know he would never do that to me or let it happen and he'd rip apart anyone that would try b-but… it's just… oh god…"

She soon broke down crying as Jessica pulled her into a tight embrace and buried her face in the blonde's hair, tears of her own falling as she tried to sooth her friend best she could "I'm here sweetie… I'm here… no matter what I'll always be here…"

"A-And now I'm afraid to be near him…" Carol choked out "I don't want to b-be but…"

"Shhh…" Jessica said as she rubbed Carol's back and planted a small kiss on her head "I know… I know…"

"This wasn't supposed to happen Jess…" Carol said with a choked sob "Us and the X-men fighting, Wakanda attacked, the Dark Phoenix, Logan's death… none of this should have happened…"

As Jessica tried her best to comfort her friend, a small little golden Octobot watched the entire scene play out through Carol's bedroom window with a high-powered lens from a building across the street.

And the scene was being recorded and broadcasted to another Octobot that was currently displaying a holgrpahic image of the event to a very sick and near dead Otto Octavius.

"Hmm… this will… complicate things. Even if I know where Parker is… the Phoenix will no doubt prevent the transfer or worse consume my mind when it is done…" Otto said weakly to himself as he found the very action of blinking draining for him, his time was coming to an end… and soon. He gave a small verbal command for the Octobot to end the feed before he let out a hoarse cough that caused a small bit of blood to leak from his mouth.

After regaining his breath, he glanced at the small Octobot knowing his orders will be heard by the other one "It appears… I'll have to move to plan… 'B'… track down the other spider… begin… the preparations!"

…

* * *

And done.

Next chapter, Peter attempts his first yoga lesson with Wanda and the Phoenix finally breaks its silence…


	12. Chapter 12

Answers to reviewers' questions or statements:

 **kspidey2** : We'll be seeing how the people at Xavier's school are taking all of this next chapter.

 **edboy4926:** Soon, like within the next three chapters soon.

 **Jestalnaker49000** : Carol will overcome this, if she can overcome the crap that Marcus, Mystique and Rogue have put her through she can get past this, mainly because this time she has support in the forms of Jessica and ironically enough, Peter.

 **Spawn Hades** : In a manner of speaking we will but it won't pan out like it did in the comics. We'll see Peter and Mary Jane meet soon and discuss the status of their feelings for one another, same with Kitty. True but I haven't really heard from her since then, sure she makes that occasional appearance or mentioning but that's it.

 **MCRasengan** : Something like that.

 **gemm1mt** : We'll be seeing them next chapter.

 **Mezazra** : I'm not too fond of the Superior Spider-man either, at least in how Marvel did it because the concept itself is a very interesting one, but the upside is that it's still a bit of a ways off and when it does happen, it won't be like what happened in the comics.

 **Guest** : He might, for now I'm kinda putting him around different women to see what the fans like and if enough support calls for it, that'll be her.

 **keyblade master cole** : I have something, multiple somethings in mind that will bring the two back together. Best kind of romance is the one that needs to be re-built from the ground up.

 **Justafan** : That'd been neat if he was.

 **Dead922:** Griffith Is the guy with the white hair, right? The one who's always got that questionable morality and makes you wonder what side he's really fighting?

 **Fenrir44** : Let's just say that the whole Superior Spider-man thing ain't gonna go down like it did in the comics and leave it at the for now.

 **Dark King Marcel** : I have a few reasons why I'm keeping them around, some it's for a shot at redemption while others… well it can be argued their punishment might be a bit extreme.

 **OmniPlanckInstant** : Ture but it's not as dark as it was in the earlier chapters, things are moving towards a somewhat lighter tone. Yeah but can anyone really blame her? The Superior Spider thing won't be starting for a while actually, I just put that in there to show that Peter's enemies are planning. But you are right in that this won't end well… for a lot of people actually.

 **Gamerslegacy** : She's actually a universal Inhuman but it does got me thinking for when Peter heads off into space later.

 **Greer123:** It doesn't intentionally kill people, it just doesn't care if anyone's in it's way when it's moving through the place.

 **Harbinger of Kaos** : Uh what bashing? All I had mentioned was that Rogue put Carol through hell, that really ain't heavy bashing, like at all. And it wasn't a mistake with what she did to Carol, she intentionally attacked and stole her powers and had done a host of other unsavory things with the Brotherhood of evil Mutants before joining the X-men. So I'm not sure what you mean when your saying I'm throwing it out there when the previous chapter was the first time that Rogue was called out on hurting Carol and even then it didn't go into exact detail other than an earlier comment made by Carol saying absorbing powers again during the fight in Wakanda.

 **EroSlackerMicha** : Well the up side is that the Superior Spider-man arc won't really happen like what a lot of others are thinking.

 **Marveldcfan** : Yeah, some will be doing it out of fear of Spider-man even though in reality they have no real reason to be afraid of him, the guy while he'll be bitter about the event wont hunt them down or anything. But some are doing it because they are willing to admit that they picked the wrong side and will own up to it. In Marvel, just about every hero at some point made the wrong choice in these conflicts.

 **90skid4life** : Well they were never really friends beforehand but I have something in mind for them.

 **Dreamcastfan99** : It'll be more afraid that Peter won't help them save the Mutant race then actual fear of the guy himself. I wouldn't say Hope feels responsible so much as sympathetic relieved in a sense that she didn't become the host of the Phoenix like Peter did because she's now gotten a look at why everyone was so freaked out about it coming back, she saw the worst-case scenario when it comes to the Phoenix for herself instead of just hearing about it. We'll be seeing how she's taken this whole thing next chapter when we see what the X-men are up to.

 **Darkspyder** : She end up being, still deciding on the final girl but she is one of the four that I have it narrowed down to. At the moment their afraid of him but they won't come to see him as some Mutant messiah, mainly because he isn't a mutant.

 **WakeWalker** : He'll be aiming for Kaine if he can. No they won't see him as a mutant messiah, mainly because he's not a mutant.

 **Ben 10,000** : Pretty much.

 **Gundamfreedomzer** : Otto will have a somewhat important role in the coming arcs of this story, and I will say this, Superior Spider-man won't go down like it did in the comics. We'll be seeing things from some of Scott's people's perspective next chapter, one in particular. Still trying to figure out the final girl for the harem, I have it narrowed down to four, it'll be a while until I have a final choice.

 **Rangers4life** : No Peter will do something else that will burn them for the rest of their lives, it may not be as big or as impactful as taking their powers but it's going to be just as good if not better, at least to him.

 **Gamerslegacy** : Storm is, Rogue maybe as for Psylocke, we'll see soon what's going through her head. Xavier at his core is a fairly forgiving man, now that doesn't mean he went up to them and said your forgiven, but he's willing to give them a second chance. It's who he is and we are love him for it… even if we all agree that Magento might be a lost cause.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

" _You could be dead… like I am"_

Peter's eyes shot open as he suddenly found himself in his room and not the burning ruins of Asgard this time around. He let out a small groan as he sat up in his bed and looked down at the psionic damper on his hand and frowned as he saw that it had small scorch marks on its surface. Peter was about to move before he smelt the ever-subtle aroma of burning fabric and looked down at his pillow and was surprised to see that parts of it looked singed.

"Oh… that's not good" Peter said with worry as he grabbed his pillow and looked closer at the burn marks before he heard a knocking at his door followed by Wanda's voice.

"Peter, are you up yet?" she asked in a low voice but still loud enough to be heard through the wood.

"Uh, yeah, just give me a second" Peter responded as he sat the pillow back down and ran a hand through his hair while he stood up from his bed and made his way to a small drawer that held the clothes given to him for the duration of his stay.

After a few minutes Peter emerged from his room with a pair of shorts and a loose shirt while Wanda was clad in a red sports bra and black short shorts that did nothing to hide her goddess like body from the world. Peter felt himself blush as he took in every muscle, every curve she had on display before he forced himself to look away and let out a small cough.

"So… uh I guess you're ready huh?"

"Yes…" Wanda said with a small grin as she grabbed Peter's hand and began to pull him towards the spot she found that she partakes in her yoga sessions every morning.

It didn't take them long to reach the spot that Wanda had in mind. It was on a small hill not far from their apartments that gave them a rather spectacular view of the city, the small countryside around it and the mountains.

"Whoa…" Peter said as he took in the early morning sight and wished he had his camera with him to snap a quick photo for the scrap book he had.

"It's part of the reason I picked it" Wanda said as she joined Peter in admiring the view before she took the two mats that she had with her and set them out for her and Peter "Now tell me Peter, have you ever done yoga before?"

"Nope" Peter said, making a popping sound on the 'P' as he made his way over to the mats.

"Well then just follow my lead and you should be fine" Wanda said as she removed her shoes before bringing her hands together and letting out a small sigh as he stretched her arms over her head.

Peter watched her before he followed suit "So, when did you get into yoga?"

"Not long after I regained my powers and memories" Wanda said as she performed a Warrior's three pose "I find it relaxing and helps me reign in my darker thoughts"

"Did someone recommend it?" Peter asked as he mimicked her movements.

"Strange did, he also recommended a few mediation techniques that he's learned over the years to help" Wanda said as she kept her stance for several seconds before she let out a small breath and slowly returned to a at rest position before she slowly did a bowed half-moon pose.

"Are they the ones where you have to go 'Ohmm' all the time or something?" Peter asked with a snicker as he mirrored Wanda's pose.

Wanda sighed at this as she slid out of the pose before she sat on the ground and preformed a full split "Sadly, yes… and I feel are the more ridiculous doing it. I'm beginning to think that I shouldn't have to but he keeps on insisting I do every time I bring it up"

"You think he's just messing with you?" Peter asked as he followed Wanda's lead and mentally thanked the spider that bit him that it gave him superhuman flexibility, he was sure that he'd be screaming to the high heavens in this pose.

"Wouldn't be the first time" Wanda said with a small laugh as eh arched her back and reached for her front leg. She casted a brief glance at Peter and smiled as he followed her very movement. For a moment her eyes lingered on the way his muscles moved, the way they shifted under his skin. She found herself almost licking up lips at the display before she mentally shook herself and returned her attention towards their session.

Minutes passed as Wanda guided Peter through some of the other advance poses that she's learned since taking up this activity and for the most part no issues arose until she tried to perform a rather complicated form that caused her leg to cramp up…

"GAAH!" Wanda yelped as pain flashed through her limb, causing her to fall on to her matt and clutch her leg "Dammit!"

"Wanda?" Peter said as he dropped his pose and moved next to her "What's wrong?"

"I think I pulled a muscle…" Wanda said with gritted teeth as she held her leg and found trying to move it made the pain worse.

"Guess that puts our lesson on hold" Peter said as he crouched down next to Wanda and ran a hand over her leg "Where's it hurt the most?"

Wanda hissed as another flash of pain ranked through her leg "Around the lower thigh"

Peter nodded at this as he held his hand towards the area Wanda was talking about "Uh should I probably get someone to look at it?"

"No, just… just get me back to my room" Wanda said with a huff as she wiped some sweat off her face "I have some lotion there to use that'll help it"

Peter nodded as he gently scooped up Wanda in his arms before he looked down towards the mats they were using "Uh should I come back-"

His words died in his mouth as Wanda's eyes glowed scarlet for a moment before the mats seemingly disappeared.

"They'll be back in my room" Wanda said as she rested her head against Peter's chest and unintentionally inhaled his scent.

"Uh, okay" Peter said as he adjusted his grip on Wanda and headed back to her room, being mindful not to jostle her around too much.

It didn't take them long to get back and thankfully they didn't run into anyone, neither was sure they could take the embarrassment or the possible rumors that would likely float around. After all, Spider-man carrying a half-naked Wanda who was covered in sweat back to her room was bound to raise a few eyebrows.

' _Heh for a bunch of monks, these guys aren't very monk-ish… wait is that stereotyping?'_ Peter thought as he used a bit of his telekinesis to unlock Wanda's door while she used a bit of her chaos magic to open it.

Wanda chuckled at this as they entered her room "Wow, first time we're working together and what do we do? Open a locked door"

"I know, next thing you know, we're having to combine out powers to do our laundry" Peter chuckled as he approached Wanda's bed and sat her on the soft mattress.

"Heh, Onslaught has nothing on dirty clothes" Wanda giggled as she nodded towards her bags "The lotion's in the left pouch. The blue bottle"

Peter nodded as he moved to retrieve the item while Wanda watched him before she noticed something odd about him...

There was steam coming off him?

"Peter, are you okay?" Wanda asked as Peter removed the bottle from her bag.

"Yeah, why?" Peter asked before he saw her gesturing to himself and he looked to see what caught her attention "Oh the steam… uh yeah, I uh, I do that now…"

"Why?" Wanda asked with baffled expression.

"I think it has to do with the fact I now have a being of cosmic fire renting out my body. Or more likely it's because I'm just really hot" Peter joked a little as he handed Wanda the bottle.

"Oh, is that right?" Wanda said with a laugh as she prepared to pour its contents on her hand before she looked up at Peter and held the bottle out to him.

Peter stared at it for a moment with wide eyes, he didn't need to read her mind to know what she wanted "Umm…"

"Please?" Wanda asked with a small pout.

"A-Are you sure?" Peter asked with a cough as he took the bottle from her hands.

"Yes, I'm sure" Wanda said as she carefully extended her leg out before giving him a playful look that she struggled to maintain as her leg flared up again "Just make sure those sticky fingers of yours don't wander… I'd rather not have to explain to the others why you're missing a few of them"

Peter swallowed nervously as he poured some of the contents of the bottle on his hands before he very slowly placed them on Wanda's thigh and began to slowly rub the substance on. Wanda's breathed hitched at Peter's warm hands touching her skin and began to gently roam over the flesh like a light breeze. Peter did his best to ignore the way Wanda's breath hitched as he slowly rubbed the lotion over her thigh, being very mindful to keep it away from her waist.

"Mmm, your pretty good at this…" Wanda said as she bit her lip to keep from moaning.

Hey, she hasn't had any sort of physical intimacy since she regained her powers and memories and with half her co-workers hating her and her now ex-husband acting like an ass to her finding a man to date is kinda hard, cut her some slack.

"Heh thanks…" Peter said as he spent the next few minutes applying the lotion to Wanda's thigh. He isn't sure if it stopped the pain but considering she hadn't told him to stop he was willing to guess that it hadn't… or maybe it has and she just wants him to keep going…

Peter mentally shook himself of those thoughts, the idea was unlikely and it was best to not get his hopes up.

' _Besides, the last thing Wanda needs is my luck on top of her own ruining her life like it has others'_ Peter thought as he massaged Wanda's thigh before she leaned in and grabbed the back of his head and di something he never saw coming.

She kissed him!

Peter froze as Wanda's lips touched his before his eyes slowly closed and he began to slowly respond by leaning into the kiss more. Wanda seemed to take this as an invitation and slowly begin to crawl into his lap while keeping their mouths connected. Once she was seated in his lap she pushed her tongue into his mouth and found his before attacking it. Peter cupped the back of Wanda's head, pulling her in closer and deepening the kiss even further while his other hand ran up her side until it reached the bra she was wearing.

Wanda moaned into the kiss as Peter cupped her tit and she felt his erection pressing into her thigh, causing her to shiver at the feeling of it. She had one hand slide down his chest and towards his sex before suddenly the two heard someone knocking on Wanda's door.

"Who is it?" Wanda said after she broke the kiss, forcing Peter to begin assaulting her neck with a series of kisses and licks and almost caused her to moan and tell whoever was at her door to come back later.

"Wanda can I uh, come in?"

Wanda and Peter both froze at the sound of Quicksilver's voice, the mood dying almost instantly as the two parted and began to adjust their clothing. Wanda glanced at Peter and mouthed a 'sorry' while Peter responded with a mouthed 'it's okay'.

"Wanda?" Pietro asked again, his voice a little more concerned now as he filled with the locked door "Wanda are you okay in there?"

"Just give me a second Pietro" Wanda snapped in annoyance as she checked to make sure that she and Peter looked presentable before she approached the door and unlocked it and opened it to see her brother standing there with a suspicious frown on his face.

Her twin glanced over her shoulder and into her apartment and his eyes narrowed at the sight of Peter "Uh sister, is there a reason why Spider-man is in your room… covered in sweat, same as you?"

"We were doing yoga" Wanda said with annoyance as she folded her arms under her breasts and hoped that her brother didn't notice that her semi erect nipples that were just barely seen through the fabric of her bra ' _Come to think of it, why would he be looking at my chest?'_

"Yoga?" Pietro said with surprise as he let himself in much to Wanda's annoyance.

"Helps calm the mind and all that" Peter answered as he stood up and rubbed the back of his head "And well, I think it'd be in everyone's best interest if I keep a calm mind yeah?"

"Yes… I suppose it would be" Pietro said as he looked back and forth between Peter and Wanda with a curious look on his face.

"Why are you here Pietro?" Wanda asked.

"To check up on you" Pietro said as he glanced back at Peter with narrowed eyes "Would you mind giving me and my sister some privacy Spider-man?"

"Uh, yeah sure" Peter said as he moved past the speedster and towards the door "I uh have to get ready for another telekinesis session with Danny anyway"

"I'll be by later" Wanda said as she watched Peter leave.

"Take your time" Peter said as he gave her a small wave as he exited the room, leaving the Scarlet Witch with her brother who was looking at her with a look.

"What?" Wanda asked with a raised brow that caused her brother to sigh in exasperation.

"Really Wanda, I mean really?"

…

It was over a day after Peter and Wanda's… yoga lesson… that he found himself on the other end of the valley with Danny on a small cliff that gave the duo a nice, but nowhere near as nice of a view of K'un-Lun, that Peter saw from where he and Wanda were the other day.

"Today we will work on a wide variety of meditation techniques to help calm and focus your mind" Danny said as he and Peter sat in a lotus position.

"Do I have to do that whole 'ummm' thing or is it 'ohmmm'?" Peter asked as he glanced at Danny with a raised brow.

"No, you just have to remain quiet… no matter how hard that is for you" Danny said the last part in a near whisper.

"Heeey I heard that!" Peyer whined at the immortal Iron Fist.

"Good, then you should have no problems in hearing my instructions" Danny said as he took a deep breath before exhaling slowly "First, steady your breathing"

"O-kay…" Peter said as he turned away towards the city and took a deep breath before he slowly exhaled before stopping "Wait, do I exhale out my mouth or nose?"

"Either one is fine" Danny replied.

Peter nodded as he took another deep breath before exhaling out his mouth and repeated the process several times "Okay, now what?"

"Now, close your eyes" Danny said as he did the same.

Peter hummed at this as he followed suit and closed his own and listened carefully to what Danny had to say next.

"Open your senses to the world around you, feel the touch of the wind on your skin, the sounds of the world around you…" Danny said in a calm tone as he took another deep breath.

Peter followed suit as he did as Danny advised, making sure to take several calming breaths as his senses were assaulted by the various smells, noises and touch of the world around him.

"Good, now… open your mind to the world" Danny advised as he took another breath.

Peter cracked an eye open towards Danny "When you say open my mind, what do you-"

"Drop the barriers that are in place around it, let it wander" Danny said as he took another calming breath "Do not worry, there are no other telepaths here and if you start to hear others voices inside your head let me know"

"Uh sure…" Peter said nervously as he closed his eyes and took a deep breath before he began to slowly drop the Psi-shields he's been working on best he could and let his mind… wander.

He was tempted to let out a sigh of relief when he wasn't suddenly barraged by hundreds if not thousands of thoughts, even Danny's hadn't been picked up. Minutes passed as Peter left himself open before Danny began to talk.

"Good, now you must-"

Peter frowned as Danny's words began to slow and seemingly stop as did the world around him, forcing him to open his eyes before everything went white and his body for a brief moment felt like it was on fire before everything cooled and settled.

"What the hell?" Peter said as he took in his surroundings. All white but like a glowing sort of white.

Oh, and it was hot… like really hot.

"Man, it feels like I stepped into a burning building" Peter said as he pulled on his collar and looked around for any ways of getting out of here before he suddenly found himself face to face with what could only be described as a raptor of some sort made of cosmic fire.

It's burning form towered over Peter by several dozen feet, causing him to take several steps back to get a proper look at it's head before it clicked as to what he was looking at…

"Phoenix… well that explains the heat…"

The cosmic entity quirked its head at Peter, it's glowing eyes boring into Peter's from as it studied him with an unreadable expression before it began to slowly shrink down, it's appearance shifting somewhat as it began to take slightly more human features until Peter was greeted to the sight of what could only be described as a goddess of cosmic fire.

Even though only part of her torso, which he couldn't help but notice possessed a gifted size of breasts, her hands and arms up to her elbows were visible with the rest of the arm merging into the inferno of fire around her, her legs which seemed to constantly shift from looking like one limb before settling on two distinct ones and her head which possessed two glowing yellow fiery eyes that made Peter feel like he was looking into two miniature suns.

After several moments of silence, the Phoenix smiled, her dark almost black flamed covered lips parting to reveal teeth so blindingly white that Peter felt that if he kept staring he'd go blind **"Hello Peter…"**

"Uh hello Phoenix?" Petr said as he felt his vision adjust to the light and he gazed bac at her "I mean you are the Phoenix right and not some weird manifestation my mind's made up?"

" **I am the Phoenix, I simply chose this form to better converse with you. I find many males in the past react better to it then when I'm a large raptor of destruction and power"** the Phoenix said as she slowly appeached Peter, causing him to back up in reflex.

"Well you are less intimidating" Peter said as he kept backing away while glancing around "So uh where are we exactly? Because if this is my mind, it's a lot brighter than I thought it'd be… also a lot emptier"

The Phoenix chuckled as she continued to walk after Peter while she answered with a small grin **"We are in the White Hot Room little spider…"**

"The White Hot Room?" Peter said as he looked around at his surroundings again "Wow… pretty literal in its naming huh?"

" **It was either that, or big empty boring space inside the M'Krann Crystal that me and several others inhabit when we are not running around the various universe in existence"** the Phoenix said before she suddenly closed the distance between herself and Peter and wrapped her arms around his neck, causing Peter to freeze up in both shock and fear at being in the literal clutches of the Phoenix Force. She chuckled at his reaction as she ran a hand down his chest **"Relax little spider… I won't hurt you… much"**

"Yeah that ain't settling my nerves, in fact that's making them even more unsettled" Peter said as he kept perfectly still. It was surreal, he'd admit, having the Phoenix Force like this. Pressing her body up against his in a way that Peter knows is far from innocent, hell it sure as hell didn't feel innocent!

The Phoenix chuckled as it stared up at Peter in amusement **"Hmm… well, are you going to start or not little spider?"**

"Star what?" Peter asked with confusion.

" **Start blaming me for the death of your friend, of causing you to lose control and attack the others even though it wasn't technically me that did so** " the fiery being said as she leaned up towards Peter's face and spoke in a low encouraging tone that almost caused him to shiver **"I know you want to… go on, I won't stop you little spider…"**

Peter had to admit, she wasn't wrong that he wanted to tear into her about the hell she, he, it- whatever the Phoenix was, had put him through lately. If it wasn't for the cosmic being here, Logan could still be alive, Wakanda may not have gotten hit as bad as it did if at all and the X-men and the Avengers may not have come to blows like they did.

' _It would be easy to place all the blame on her… even though it only got as fucked up as it did because she got a nice unhealthy dose of all of my less than friendly feelings that I've had bottled up in me from over the years that I can't control when they get out and Scott and his people jumping the gun and the Avengers demanding Hope…'_ Peter thought as he stared down that the smiling form of the Phoenix before a thought came to him "Wait, what about the Beyonder?"

The Phoenix quaked her head to the side, her face partially submerging into the fiery aura that now surrounded the duo **"What do you mean?"**

"Isn't he the one that caused you to attack Earth?" Peter asked as he casted a glance at the burning inferno around him "Shouldn't I be sort of blaming him for all that happened?"

" **No"** the Phoenix said as she forced Peter to look her in the eye **"The only thing during that event the Beyonder manipulated was my choice in a host. While I was originally set on Hope Summers, even though she holds no blood relation to either him or Jean Grey so why they call her that I will never know… I've never tried to merge myself with someone quite like you…"**

Peter swallowed nervously "What do you mean?"

The Phoenix smiled as she placed her hand on Peter's chest and he felt what could only be described as a rush of energy flow through his body and around him.

" **The center of the Web of Life, I've encountered beings connected to it before, a few have even tasted my flames, but I've never entertained the idea of making one my host before"** the Phoenix said as she looked down at her hand and saw the space it was touching glowing a bit **"To be connected to something so intricate to the multiverse itself, to be connected to so many other realties like it is through you that's different but the same as I am throughout the Multiverse… it's turning out to be quite a pleasant experience for me"**

"Well hurray for you" Peter said with narrowed eyes, his temper flaring ever so slightly.

" **Hmm there's that fiery anger I know you possess, much more pleasant then that darkened spite I felt in you before"** the Phoenix said as she placed a hand on the side of his face and grinned hungrily at him.

Peter slowly reached up and removed the Phoenix's hands and arms from his body before taking a large step back from the Phoenix who was still watching him with amusement.

"I think I want to leave now" Peter said as he gave her a frown.

" **Oh, already tired of me?"** the Phoenix said in a coy tone as she let the fires around them die down until it built back up behind her **"Many would burn entire galaxies to be in my presence with me like this"**

"Yeah well, I'm not one of them, so yeah. Like to go now please!" Peter repeated a little more forcibly this time.

The Phoenix stared at Peter for a few moments before she was suddenly in his face and before he could respond he found his lips crushed against hers!

"HMMM!?" Peter sounded as he tried to force the cosmic being off him with every bit of strength he had in his body but his efforts were in vein as the Phoenix deepened the kiss, her fire tongue darting into Peter's mouth as she pulled him flush against her flaming body. Her arms wrapped around his neck while one of her legs secured itself around his waist, pulling his waist against hers while the flaming aura around her seemed to war itself around Peter.

Peter fought and fought and tried every type of way to throw the cosmic being off him until finally, after several minutes of struggling to pry himself free of the fiery kiss, the Phoenix released him and watched with a grin as Peter stumbled back before collapsing and looking at her in shock.

"WHAT THE HELL LADY?!" Peter shouted at her in complete surprise.

" **Hell hmm, I'm told that my physical displays of intimacy have been heavenly in the past"** the Phoenix said with a grin as she watched Peter stand up while he wiped his mouth.

"Yeah well I'm told that you need consent of the one you want to use those on before doing it!" Peter spat out in anger and embarrassment.

The Phoenix chuckled at this **"Ah you mortals and your 'morals' and 'standards'. You'll come to find that such things mean little in the grand scheme of things for beings like us"**

She then turned and made a shooing motion **"You may go now, I will speak with you at a later time"**

"About what?" Peter asked with narrowed eyes, torn between relived he's leaving and annoyed she's shooing him away like a child she doesn't want to deal with right now.

" **Whatever strikes my fancy at the time of said conversation…"** the Phoenix said as she glanced back at Peter with a smirk **"And after that… well we'll see how our next one goes… and the one after that… and the one after that…"**

"Can't wait" Peter said, sarcasm evident in his voice.

" **In time little spider, you will come to long being with me…"** the Phoenix said as her eyes began to glow brighter **"In more ways than one as many have before you"**

Before Peter could respond he suddenly found himself on the small cliff that he and Danny were using for meditation and based on how Danny was talking, he hadn't been gone very long.

"-concentrate on the flow of energy around you, within you…" Danny said before he stopped as he saw Peter stand up "Going somewhere?"

"Yes" Peter said as he walked away from Danny who was watching him with narrowed eyes.

"And pray tell, is that?"

"A very, very, very large body of water that's filled with large chunks of super cold ice to lay in!"

…

* * *

And done.

Next chapter, a controversial decision is made in regards to getting a new teacher brought in for Peter in learning the more psionic aspects of his powers and the Avengers Unity Squad assembles… kinda.

Also, I've been thinking of having Peter go to the Ultimates universe like he did in Spider-men and meet Miles but I've been thinking, should he do it like before and meet Miles and fight Mysterio and go through that unessicary meeting with Gwen and May or… have him and another person, already picked who it is, arrive just before the reemergence of Reed Richards and the City of tomorrow so that way we and the Ultimate Universe can see the power of the Phoenix against the might of the Maker and the Children of Tomorrow?

You all have until chapter 17 to decide before I begin writing said chapters because the events will start in chapter 20 and I want ample time to shift my story around for either choice.


	13. Chapter 13

Answers to reviewers' questions or statements:

 **DarkLordZay** : This is the harem so far: Wanda Maximoff, Carol Danvers, Jessica Drew, Mistress Death. The fifth woman of this harem is still being decided.

 **Adtr509** : Hmm probably would pick Laura. She won't be one to judge him since her past is far from squeaky clean, can be the sort of edge he needs in his life, it'd piss Logan off to no end because Peter would keep calling him dad, and the two both feel responsible for the deaths of their parental figure and try to live up to their examples.

 **Animortal28** : I can probably squeeze that part in there, Miles seems to be already active by then anyhow.

 **Batman1998** : After reading the latest Thanos comic where it shows Thanos against Thane who has the Phoenix Force at his command, it's given me some ideas of how a fight between those two can go. Ends of the Earth has already happened before the events of Avengers vs X-men where this story picks up during. Superior Spider-man on the other hand, have to wait and see. They'll find out around the time of Infinity when Thanos comes to earth to kill Thane.

 **edboy4926** : No, sadly not but I do have plans for Peter to meet the Steve of that world, it'll be an interesting experience.

 **Big Grey Bird** : Yeah it'll improve, for now it's sort of passive aggressive slash wariness on Peter's part where's the Phoenix really has no qualms making it clear what she wants.

 **justafan** : How'd Miles het him killed?

 **Antihero1610** : Yeah a few women will notice Peter, poor lucky bastard.

 **MCRasengan** : Things will start to be looking up for Peter in that his luck won't be as bad as it's been lately in this story… until we get towards Secret Wars… and Battleworld… and the new reality that's made after that, that's when things will start to go a bit downhill.

 **Harbinger of Kaos** : Yeah having Emma in his mind is pretty much punching a nuke to see what happens, it won't end well but you are right in that it's down to either Rachel or Psylocke. It won't be so much as humbling evil Reed but more of showing that yeah he may be Fantastic… but Spider-man's still Amazing.

 **Marveldcfan** : Maybe, he is going to be in the Ultimate's universe long enough to meet some of it's X-men.

 **risingdragon0009** : Yeah Peter will travel the multiverse but not for that reason. Oh quite a few in Cyclops's little group will be learning that Karma is a real bitch. Some it might be extreme, others horribly ironic and the last few a little light but they'll get their dues.

 **Gamerslegacy** : They might.

 **90skid4life** : Eh sort of but not really. The Phoenix can really care less, she doesn't hate them or anything, she's just not concerned about them is all.

 **JJChandler** : He is but he started off in the Ultimates universe.

 **Spawn Hades** : I was thinking of having Miguel O'Hara be the go to Spider-man for when the universe is reset after Secret Wars, I mean he's older and more experienced then Miles so it would make a lot more sense in my opinion, plus he'd act as a sort of mentor and role model to Miles since Peter really won't be around on earth at the time until Secret Empire and even then it'll be towards the end that he shows back up on earth. I've been thinking of making the kid she has after Secret wars Peter's.

 **Newavenger92** : The Phoenix wouldn't have to go too far compared to Death, he's practically hers already.

 **Fenrir44** : No, I don't think I'll have her join the harem.

 **RandomDude15** : The Phoenix will care about Peter in its own sort of detached but secretly possessive way.

 **Codespider616** : They'll be a few girls there whose attention he'll catch and some of it might come off as a little… creepy.

 **Shizuka-naru Goketsu** : This is all happening before that time displaced Jean Grey shows up. Well recently Jane Foster ended up in the White Hot Room and there was no Jean, maybe she only pops up at certain times or maybe the Phoenix is keeping her back, who knows where she is half the time.

 **Arcadeaddict777** : It may grow later but for the moment it's locked at five girls.

 **Dreamcastfan99** : Hmm that sounds vaguely similar to another story I've mulled over from time to time. I might end up doing that one day.

 **Dark King Marcel** : Not saying that the ones that took part in the attack on Wakanda wont answer for what they did because they will but most of that will happen 'off screen' as they say because that's like number seven on the list of priorities for this story. It's meant to be about Peter now having the Phoenix Force, not a punishment fic. I'm sure you and other people would rather watch Spider-man with cosmic powers duke it out with Thanos in the ultimate fight for Mistress Death then see Storm lose all credibility with Wakanda.

 **Cyclopz** : The Cyclops segments aren't going to be people bashing the guy because while he is now more or less insane to a degree, he's not an outright a-hole like the Red Skull is. Hard as it will be to believe, there will be a few moments in this story where some of the old more heroic qualities of Scott will surface brief as they may be, along with his time displaced self.

 **BusterBlue12** : Reed in the Ultimate Comics more or less loses his shit and goes insane before turning into a homicidal sociopath with a god complex and nuked Washington DC after having Asgard destroyed and killing millions of people.

 **OMAC001** : There are still some beings in the Marvel Multiverse that outrank the Phoenix, plus just because he has near omnipotent power doesn't mean he knows how to access or use it right off the bat, stuff like that takes time.

 **Draconeis** : The next interaction between Peter and the Phoenix will be in a few chapters and as time goes on it'll increase in frequency.

 **MooNight-Winter** : That does sound like a bad idea but well… let's just say things are going to get very difficult when we begin to get closer to Time Runs Out and the final Incursion. But doing her in a future story, yeah I can do that.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

Not far from the Jean Grey School on the far end of the property stood a solitary figure. A breathtakingly beautiful woman with dark purple hair clad in black pants, a white shirt and dark brown boots. Her name was Elizabeth 'Betsy' Braddock, know to the world as Psylocke. Before her sat a single headstone carved out of white marble with thirty small words carved into it's stone.

 _James 'Logan' Howlett. He was the best at what he did and what he did was be an extraordinary X-man, an uncanny Avenger and an even better Friend and Father…_

For the past several weeks since she's come here Betsy has made it a point to come out here every single day and stand there for hours on end and stare at the man whose trust she betrayed. The man that stood by her side at her darkest moments and had her back in even the most dire of circumstances.

' _And where was I when you needed help? Helping Scott attack, kidnap and possibly kill your friend by somehow extracting he Phoenix Force for him and giving it to Hope on the off chance she can reverse the effects of the Scarlet Witch's reality warp'_ Betsy thought with a saddened expression as she rubbed her eyes to keep the building tears from falling _'Christ how fuckin desperate were we that we were relying on the one that that's probably caused us more pain and suffering than anything else to save us…?'_

It was than she heard another person's footsteps approaching and she turned to see Kitty Pryde approaching. Betsy turned towards the phasing shifting Headmistress of the school with a small nod "Katherine…"

"Elizabeth" Kitty said in a cool tone, it wasn't quite icy or angry like it was when the purple haired woman first came here but Betsy thought it may have been worse than those two combined.

The two women went back to looking at Logan's grave, each one lost in their own thoughts. After a few minutes Betsy broke the tense silence.

"Has Laura been here yet?"

Kitty shook her head "No, far as I can tell. After Steve broke the news to her she's been locked up in Logan's room wrapped up in his old leather jacket. Won't come out for anything"

"Have you tried to coax her out of it?" Betsy asked.

"Yes, several times a day now" Kitty said with a tired sigh "But she's every bit as stubborn as Logan was"

Betsy nodded at this as she gazed back down at Logan's headstone and re-read the words again, mapping out every detail of it. The style of the writing, the spacing between each letter and how dee the engravings are in the stone.

"Why'd you do it Elizabeth?" Kitty asked suddenly as she kept staring down at the grave of her father figure "Why'd you side with Scott? And don't say because you believed that shit about Hope being able to control the Phoenix and use its power to save our race. I know you're not that stupid, so why did you support Scott?"

Betsy was silent as she stared at Logan's headstone, half hoping that the claw wielding mutant would emerge from the ground and physically beat her to within inch of her life for siding with Scott before telling her to report for training the next day. After a few minutes, and Kitty's piercing look, she finally answered in a low voice.

"Katherine, how much do you know about what happened to Warren, how Tabula Rasa was made?" the violet haired telepath said as she folded her arms.

"Not much, all I know is that it involved Warren being taken over by Archangel and trying to start some 'Age of Archangel' with some Celestial life seed and destroyed an entire town up in Montana as a start" Kitty said with a small frown.

"That's the watered-down version of it…" Betsy said with a tired sigh "Did Logan tell you that I'm the reason it got as bad as it did?"

"What?" Kitty said with surprise "What do you mean?"

"What I mean is that I'm the reason over several thousand people died there" Betsy said with a sad expression as memories of the ordeal flashed through her mind "I had a chance to stop Warren… Archangel from using the seed on the town. All I had to do was move my blade a little to the right when I stabbed him and Tabula Rasa would have never been created and the town of Tucker Creek, home to over five thousand innocent men women and children would still be here"

Kitty was silent as she looked at Betsy and saw the tears building in the deadly woman's eyes.

"I wasn't fighting because I hoped that Hope would use the power of the Phoenix to restore our race Katherine… I was fighting because I hoped that she could restore the people who died there because of my mistakes… to restore the man that I loved…" Betsy said as she found it harder and harder to keep her composure "And what am I rewarded with? Another person I care about now dead, our race still on the verge of extinction, the Warren I love is still gone and the people of Tucker Creek are still dead…"

Kitty didn't say anything as Elizabeth's form shook, trying to hold back a small sob as she struggled to keep herself together.

"I just… I just wanted to atone for my past mistakes and instead I made another…" Betsy said as she blinked and two streams of tears began to fall from her eyes.

Kitty was silent and raised her hand to place it on Elizabeth's shoulder before she hesitated. It didn't matter as Betsy turned and walked away from Logan's grave. If the longtime member of the X-men focused hard enough she could make out Betsy's near silent sobs as she made her way back to her room and likely another bottle of whatever she's been drinking these past few days and drink until she would evenly pass out, wake up in the infirmary, come back out here and start the cycle all over again.

Kitty watched the woman go before she glanced towards Logan's grave with a saddened expression and wondering just how it is that the X-men have fallen so low before she heard Xavier's voice in her head.

' _Headmistress Pryde, may I speak with you for a moment? In your office if at all possible?'_ the former leader and founder of the X-men mentally spoke in a calm tone.

' _Of course Professor'_ Kitty responded before she kissed the tips of her fingers and placed them on Logan's name before she turned and made her way back to the school that was now housing the kids that were brought in from the now abandoned Utopia.

It didn't take her long to reach her office where Xavier was siting before her desk with several papers in his hands, one of which he was reading with a curious expression that was slowly turning into a small smile.

"Something good Professor?" Kitty asked as she closed the door so as to not be distracted by the day to day goings of the school.

"I found these when I was packing some of Logan's things" Xavier said as he handed the sheet he was reading to Kitty to see "It appears Logan was thinking of creating a sort of exchange program with Attilan and Asgard. A few of his students go to their schools, a few come to ours and if things worked out well, maybe begin to open the school to Inhumans and others to attend in the not too distant future"

"Really?" Kitty said as she scanned the paper with a surprised look "He never told me and Hank this"

"I believe he wanted to wait for a response, hopefully a positive one from Black Bolt and whoever handles Asgard's education or even Thor before telling either of you" Xavier said with a small smile "I must say the idea holds a lot of merit. Many of these students after they graduate will likely run into either group at some point in their life and vice versa should they pursue a career in our line of work and it would be good for them to get to know more of the various races that inhabit this world aside from Mutants and Humanity"

"Just when I think Logan can't surprise me anymore than he already has, he goes and does something even more surprising" Kitty said with a small laugh before it dropped as she turned towards Xavier "But something tells me that this isn't what you wanted to talk to me about"

Xavier nodded, his smile dropping to form a frown as he rubbed his chin "Peter's training with the powers of the Phoenix aren't panning out as well as some of us have hoped"

"Has something happened?" Kitty asked with worry.

Xavier saw and sensed her fear and realized how dire he made it sound "On good heavens no, nothing terrible. It's just that Young mister Parker isn't advancing as quickly as we would hope. While he is trying and mister Rand is an excellent teacher, I'm afraid the Immortal Iron Fist in all of his combined experience from his predecessors just isn't enough, particularly to the more psionic aspects of Peter's abilities"

Kitty frowned, having a feeling she knew where this was going but hoped she was wrong "What do you recommend?"

Xavier was silent for a few moments as he thought how to word his suggestion before speaking "I recommend we send one of our telepaths to aid him"

"Yourself?" Kitty hoped.

"No, as much as I would like to help Peter master his abilities I'm afraid I'll be needed here. With Logan's demise and Hank and Bobby now working with the new Unity Division that Steve and I have put together, you're down two teachers, three if you count Logan himself. Right now, these children need guidance more than a combat instructor that is admittedly not quite suited for teaching children the aspects of life that don't involve fighting" Xavier said with a pointed look "Logan started this school because he was sick of seeing Scott slowly turn these children into soldiers, I will not dishonor his memory by continue Scott's work, no matter how well intended it's supposed to be"

Kitty's eyes narrowed as she began to see what or more accurately who he was recommending "So your sending Elizabeth?"

"Precisely" Xavier said with a small nod.

Kitty gave her old mentor a skeptical look "You sure that's a good idea Professor? She's not what I would call stable at the moment. From the very few times that Logan talked about what happen with his X-Force team, she wasn't quite taking the whole thing in stride like he was and now with what's happened… I'm more worried that she'll end up causing an incident. It may not be her fault, but can we really take the risk?"

"We may have to…" Charles said with a small sigh before a thought came to him "But if I recall correctly, I myself took quite a few risks when I let people like Logan, Rogue and even Emma into my school. Each of them far from what one would call mentally sound and a possible risk to others safety"

"True, but none of those risks could lead to a possible cosmic level event…" Kitty said before she sighed "At least not in the first few years after they joined up"

"Indeed, but it can also be seen as a way for her to atone for past mistakes, by ensuring that another event like the Dark Phoenix doesn't happen again" Xavier reasoned.

Kitty was silent as she an over the possible ramifications of this before looking at her former teacher "Is Steve aware of this choice? I don't want to say yes to this only to find out that we kept the Avengers out of the loop… again"

"I've already discussed this with him before I brought it to you and he is admittedly hesitant, understandably so, but we both agree that it won't be long until word gets out about Peter's condition. He needs to be ready because others, many of whom that will be far from benevolent in nature and intent will seek to gain control over Peter in some form or fashion if not outright kill him if the first option is impossible" Xavier said before he let out a tired sigh "And this just Earth I'm speaking of, I wont be surprisedf that if by this time next week, every other major universal power will be aware of Peter being the Phoenix's new host"

"I know the Shi'ar will be sending more Death Commandos" Kitty said with a frown "Logan and Hope encountered them when they were trying to get to the moon. Once word gets out to them that they failed and the Phoenix has acquired a new host, they'll send more… Gladiator himself might even appear"

"Which is why Peter needs to be ready, for anything" Xavier stated.

Kitty held Charles's gaze for a minute before she reluctantly nodded "I'll let her know after dinner tonight, assuming she'll be sober enough to understand and if not. Well I'll just leave a message for her to see when she wakes up on the jet tomorrow morning"

"Believe me Kitty, I did not make this decision lightly and while it can be argued that Rachel, who herself was a former Host of the Phoenix's power, would be a more practical choice, something tells me that she'll want to be as far from Peter as possible for the time being" Xavier said.

"Well getting your hand crushed by someone usually is a good reason to avoid said person for a while" Kitty said as she rubbed the back of her head.

"Indeed, now, Logan's mentioned them a few times to me but I was hoping for a more in-depth discussion about these 'Hellfire' children that are led by one Kade Kilgore I believe it was that have been causing you and this school grief lately" Xavier said with a curious expression.

Kitty couldn't help but groan at the memory of the little homicidal children "Let's just say that their more of a pain in the ass then a real legitimate threat like the Hellfire in the past was"

"From what I've been told, they seem to be more than that" Xavier said with a frown.

"Well they don't have Sabastian Shaw or worse Selene herself leading them, so that means nowhere as bad in my opinion" Kitty said with a grim chuckle.

As Kitty explained what's been going on at the school since Xavier last visited, a small little drone was watching the school and sending the video back to its operator.

…

' _This… blows… so… much'_ Kaine mentally whined as he found himself sitting in a conference room located in Avengers Mansion along with his soon to be new teammates and already he was dreading working with these people, well barring the likes of Steve, Beast and Bobby.

It was the rest of the team that Kaine knows he's going to have problems with. The spider powered man casted a brief glance towards his soon to be teammates with narrowed lenses while mentally wishing that Steve and Beast will arrive soon and Bobby will come back from the bathroom so he'd have someone to talk to that he knows.

Janet Van Dyne aka the Wasp and probably the only one of the present bunch he may end up liking was sitting next to him and was making a poor attempt to hide the fact she was checking him out.

Simon Williams aka Wonder man that happened to have feelings for the Scarlet Witch which Kaine just knows is going to become an issue at some point because the universe just loves making spiders lives filled with drama, sat across from her and was staring down at the table intently.

And finally, the third new member of the team was sitting as far from the others as possible was Shiro Yashida aka Sunfire, a mutant and former X-men that was talked back into being here by Xavier apparently. Kaine didn't like him because the man was an ass in his opinion.

"So this is how the unity squad first comes together… in a conference room" Sunfire said with a scoff.

"Not all teams come together because of some big epic fight Sunfire" Simon commented as he adjusted his seat.

"A small skirmish would be much better than this" the man said with a scowl as he and the rest continued to wait for the rest of the team to show up.

Janet looked at the two men and saw that she wasn't going to get much conversation out of either before she turned towards Kaine with a small grin "So, your Spider-man's brother? Funny, he never mentioned he had one before"

Kaine gave Janet a brief look "That's because he and I never really got along that much and even then, I've been dead for a while so yeah… no real reason there to mention me"

"Oh…" Janet said with surprise "Sorry, I didn't mean to-"

"It's fine" Kaine said with a wave of his hand as he glanced around the room "So Janet, what is it you bring to the table of this little team of ours besides your beauty and sense of style?"

"I fund the team and act as it' sort of PR rep" Janet said with a grin.

Kaine nodded at this before glancing at Wonder Man "What about you sunshine, why are you here?"

Simon glanced at Kaine for a moment before he went back to looking at the table "I'm here because Wanda asked me to be"

"Oh… okay" Kaine said with a nod while thinking _'Something tells me that he won't be staying for long… he strikes me as the type to up and leave because the woman he likes is getting comfortable with another man that's not him'_

"Why are you here Scarlet Spider?" Sunfire asked as he passed his mask back and forth in his hands.

"I'm here to provide bright colorful commentary since my brother is currently indisposed for the foreseeable future" Kaine said with a small surg.

"You mean while he learns to control a power that he lost control of in Wakanda and killed Wolverine?" Simon said as he looked up towards Kaine with a frown.

Kaine stared at the man that's often said to be second to the Sentry in power with a cool expression "Maybe… or maybe he's simply shacking it up with Wanda in a nice little mountain retreat"

Kaine had to hold back a chuckle at Simon's hand briefly contorting into a fist while Janet gave both men a look "Behave boys… were supposed to be united remember? It's in the team's name, Unity Squad?"

"He started it" Kaine said with a snort as Iceman entered the room.

"Who started what?" the cryokinetic mutant said as he looked around the table "Hank and Steve not here yet?"

"Clearly not" Sunfire said with a dry look as he slid his mask on.

"Well I can already tell this team is going to form long lasting bonds with each other" Bobby said with a chuckle as he took his seat on the other side of Kaine.

"Positive or negative?" Kaine asked.

"Can't it be both?" the X-man responded with a smirk as he formed a small ice disk the size of a coin to pass between his fingers as Steve and Hank entered the room

"Sorry for the wait, me and Doctor McCoy here were just ending a meeting with Xavier that took a little longer than I hoped" Steve apologized to the assembled heroes as he took his seat next to Simon while Hank remained standing.

"You in charge fur ball?" Kaine said with surprise, he didn't see that coming.

"For the time being" Hank said with a small laugh "I was hoping that Charles would be leading this team but he seems hesitant to do so"

"Given how well he led the X-men over the years and the mistakes he's made with them, is anyone surprised?" Sunfire said with a snort.

Kaine hummed at the mutant before looking at Iceman "I don't know why, but my spider-sense is telling me that my position as the resident asshole on this team is being threatened"

"I think it is" Iceman chuckled before he and Kaine were silenced by a look from both Steve and Hank.

"As I was saying, my leadership of this team is only temporary until we find a more suitable candidate" Hank said as he clapped his hands together "Now I know this will be odd and I'm not blind to the inevitable clashes, both personality and otherwise that will ensure between us by I do believe that we can make this work"

"If you say so…" Iceman said with a shrug before glancing at Janet "You're going to have your hands full selling this to the public"

"You'd be surprised with how good I am with people" Janet said with a smirk.

"All right, let's get back on track here" Beast said as he sent a look to everyone present "Now our main priority aside from helping rebuild the bridge that was burned between the Avengers and X-men is stopping any threats that threaten not just Mutant kind, but Humanity as well"

"What about the Inhumans?" Simon asked with a raised brow "They're a part of this world too"

"I've spoken with Black Bolt about possibly adding any Inhumans to our ranks, he said he will consider it" Beast reassured the man with a small nod.

"He actually said that?" Iceman said with surprise.

"Well not really given that any sound he emits can have very dangerous consequences but I have been assured by Queen Medusa that they will be looking into viable candidates to represent the Inhumans on this team" Beast clarified to the others.

"If we can pick, I call Lockjaw" Kaine said.

"Why?" Janet asked with an amused look.

"You have any idea how useful a teleporting dog would be? Besides how many people actually pay attention to him in a fight?" Kaine said.

"He does have a point, for such a big guy, Lockjaw's pretty easy to forget about in a fight" Iceman said as he began to see what Kaine meant "Also nothing says we're awesome like a bear sized teleporting dog"

"I'm sure" Beast said with a small chuckle before he cleared his throat and typed in a few things on a small holographic board that appeared before him that brought up a map of the world "Now then, according to SWORD intel, there's apparently been sightings of unregistered Skrulls in India that they want us to investigate…"

…

Over several hours passed as the team was briefed on what would be their first mission to India. Safe to say Kaine was a little nervous as this would be the first time he'd be actually working alongside a team. Sure, he helped them bring down the Spider-Queen when she tried to turn New York into a Spider kingdom but he really didn't have much of a choice at the time and even then, he left as soon as the fighting stopped.

' _Now I'm going to be interacting with these people almost regularly'_ Kaine thought with a sigh before he spotted Beast leaning up against the wall as he rubbed his chest in slight discomfort.

"You okay Beast?" Kaine asked the man as he came to a stop beside him.

Hank's face contorted briefly in pain again before he gave Kaine a reassuring grin and nod "Yes my dear boy, just… just a little chest pain is all. Nothing to worry about"

Kaine didn't need to show his face to let the blue skinned mutant genius he was unconvinced "Riiiiiight…"

"Just something that acts up every once in a while. A byproduct of my various changes my Mutation has gone through over the years, both natural and intentionally" Hank chuckled as he patted Kaine on the shoulder "Enough about my less than healthy life style and questionable decision making skills, tell me what wonders you've been achieving at Horizon Labs lately"

Kaine gave Beast a side glance before he decided to drop the issue, for now, and answer the man's other question "Well I've stumbled across something that Peter's been working on and I've poked and prodded at it since then"

This seemed to peek Beast's interest "Is that right, and if I may be so bold as to ask what this is?"

Kaine shrugged "Some sort of possible near infinite energy source. Still looking into it but if it turns out to be legit… does Parker Particles sound too corny of a name?"

…

* * *

And done.

Next chapter, Peter meets his new telepathic teacher and the first lemon between Peter and Wanda!


	14. Chapter 14

Answers to reviewers' questions or statements:

 **Jestalnaker94000** : I was thinking Gerard Butler, so that way if something says this is madness he can reply "THIS IS MARVEL!"

 **Adtr509** : It happened before this event so Silver is sort of dead but not really dead she's just faking it. If Peter or Psylocke do end up becoming a thing, it will admittedly take a long time to form any sense of trust, at least on Peter's part but like I said in regards to Peter and Carol's current predicament, makes the relationship seem more real. Add some legit drama instead of 'oh I love the guy no matter what', now it's more of 'I love him but…'

 **keyblade master cole** : Yeah it might even though Peter would technically be the telepath of the harem.

 **Dark King Marcel** : Betsy wanted Warren AND the people he killed as Archangel to be restored, she wasn't doing this just to save one person, plus it can be argued she was fighting to save her species that numbered at like two hundred or one hundred ninety-nine now. Technically it was the combined actions of Peter losing control of the Phoenix, Magik having a hand in the former's loss of control, T'Challa offering to provide sanctuary to Peter knowing that it could come back and bite him in the ass and Namor flooding the city that caused that girl's parents and others to die. So really in a sick way it was a group effort. Colossus is out hiding somewhere in Russia, lost and disillusioned with things, we won't be seeing him for a while in any real capacity except for the occasional mention or cameo maybe. Plus, like in the comics he's learned that his sister could have freed him of Cyttorak's influence this whole time but never did. So, knowing that Magik lied to her brother about freeing him from a powerful cosmic demon that thrives off of destruction and never helped him after all this time kind of gives one an idea as to wheatear she regrets her actions or not.

 **MCRasengan** : Basically, Marvel's version of Dark Matter that could make one that taps into it an Alpha level threat according to Reed Richards. There's almost nothing detailed about it aside from like the four pages where people are given a rough idea of what it could do for someone, so that leaves plenty of room to work with in its limitations and advantages.

 **Spawn Hades** : Not really, I mean on a few occasions some of them will come with him but they will for the most part be staying on earth.

 **gunman** : Pietro showing up like that, that was just good old Parker Luck bargaining in and saying 'WAIT… not yet'. Yeah, this Unity Squad has some rather strong personalities in it that'll make it's dynamic rather interesting to see unfold.

 **OmniPlanckInstant** : Peter's back in K'un-Lun still, learning the best he can as we'll be seeing.

 **Ryzlow** : Peter Parker and Wanda Maximoff having a kid… move over Franklin Richards, there's a new super powerhouse mutant kid on the block. God help the Multiverse if he has a meltdown like his mother did.

 **Superstar Kid** : Both lost control and in the ensuring chaos, someone they considered a friend died. Simon's reaction to Peter and Wanda's relationship and even with Carol will be… interesting.

 **Newavenger92** : Yeah in a future story I'd pair them together.

 **Erofox** : Black Cat may be the better choice at the moment between the two women but that could change.

 **90skid4life** : Well it's not like she knew what Namor had planned or that Wolverine was going to get killed because her teammate that's the ruler of a hellish domain was actually dumb enough to piss off a guy with a cosmic entity inside him that at it's peak could level a good chunk of the multiverse if pushed far enough.

 **MooNight-Winter** : Peter with the power of the Phoenix in the DC universe along with Wanda that would act as a sort of alternate route to this story… how the hell has that idea slipped past me… Kaine might have a harem in this story, for now it's just him being placed next to certain women and see if people like the idea of him with said woman.

 **Warning: Lemon towards the middle of this chapter!**

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

Wanda couldn't help but smile as she watched Peter going through his telekinetic exercise with greater ease then the last few times. The rings under his eyes were now more faded because he was getting longer, better nights of sleep the past few days. Wanda glanced around the room that she and Peter were using to see if Danny had arrived yet, he was strangely absent today when he's usually the first one to arrive and giving her and Peter hell for being late.

' _Maybe he had a good night. Man acts like he hasn't gotten laid in months'_ Wanda thought with a chuckle before she heard a loud cracking sound and turned to see that Peter had several stone collided with each other and remain stuck together as they orbited his sitting form.

"You're doing much better today" Wanda said as she watched the stones rotate around Peter at varying speeds and in different directions.

"No, I'm not" Peter said with a snort "I'm using my telepathy to make it seem like I am when in reality these rocks are dragging across the floor"

"Well then at least your mental manipulations will have improved if you can pull such a feat off" Wanda said with a grin.

"Heh, silver lining somewhere" Peter said with a smile before his face contorted into a small frown as the rocks around him began to slow down or stop entirely and it wasn't his doing "What the-"

"You need to work on strengthening your telekinetic grip on whatever objects your manipulating"

Wanda jumped at the voice speaking up behind her and looked to see Psylocke herself standing there with a small frown on her face while Danny hung back with a watchful look on his own half covered face. Well that likely explained why he was late today, he was apparently meeting with Betsy here.

"Betsy?" Wanda voiced in surprise "What are you doing here?"

Betsy crossed her arms as she turned towards Peter briefly before speaking "I've been tasked with helping Spider-man here improve and enhance his psionic abilities"

Wanda frowned at that "Is that so?"

"Would you have preferred Rachel?" Betsy asked.

"No" Wanda said with a shake of her head "I'm just surprised you volunteered is all"

"I have my reasons" Betsy said with a shrug as she walked pass Wanda while cracking her knuckles "Plus it's not like I could say no after waking up on a Quinn Jet flying over the Atlantic and inbound for Asia with a hangover and a tablet from Headmistress Pryde telling me I have to do this"

Wanda hummed at that as she watched Betsy come stand before Peter and look him over with a careful eye. Finally, after several minutes she spoke as she looked Peter in the eye.

"Tell me what your telepathic and telekinetic exercises consist of"

Peter blinked at the request before he rubbed the back of his neck "Well um, I normally have to move a bunch of stuff that vary in size and weight and move them in complicated patterns at different speeds. As for the telepathy part, I just talk to Wanda or Danny, but with my mind and stuff… We've been trying to find me a telepath strong enough for me to have like those mental things that I did with Xavier for a while back in Wakanda to improve my defenses and stuff but well… kinda hard to"

Betsy hummed at that "What about when you spar with others? Do you use your new found psionic powers in conjuncture with your own spider based abilities or do you rely more on one or the other?"

"I've… been trying to blend the two" Peter said as he rubbed his hands "I've started to make those psi-webs that Spider-woman used to make"

Betsy's eyes narrowed slightly in confusion "Spider-woman can make psi-webs? I thought she could only produce bioelectric energy blasts"

"The other one I meant" Peter clarified before he let out a cough "Then one that was in the black suit but now goes by Madam Web, her powers are more psionic based then Jess's"

"Oh" Betsy sounded before she glanced at Wanda "Anything else? Cosmic fire, flight, minor or major reality warping? Anything that previous hosts have used in the past?"

"Not to my knowledge" Wanda replied with a small frown.

"So, he's yet to even begin to truly tap into what the Phoenix can offer him?" Betsy asked with a slight frown.

Wanda held Betsy's gaze for a moment before she adverted her gaze "We thought that it'd be best to take things slow. Last thing Peter needs is to be overwhelmed by its power…"

Betsy hummed at that as she approached Peter and began to circle the man with a critical eye before she came to a stop in front of him "I'm going to be honest with you Spider-man"

"Something tells me you will be regardless" Peter said dryly.

Betsy snorted at that before her face sobered and gave the man a slightly colder expression "I don't want to be here and honestly I'd rather it be Xavier that's here teaching you but sadly what I want hasn't meant shit these past few years to the universe at large"

"Hey that's something we have in common" Peter said with a chuckle before it died as he saw the dark look Betsy gave him "Sorry..."

Betsy's eyes narrowed even further before she continued "I'm going to push you, I'm not going to hold your hand or give you words of encouragement when things look tough because you're a grown ass man and more than smart enough to figure things out on your bloody well own. You want to eventually leave this place and have some sense of control over the Phoenix correct?"

"Yes…" Peter nodded.

"Good, so when I give you an instruction I expect you to listen, when I tell you when and where our training sessions will take place I expect you there half an hour early ready to proceed and at no point are you allowed to question my methods" Betsy said before she suddenly stepped in close to Peter's surprised face with a hard look "Is what I just said in any way unclear?"

Peter shook his head "Uh nope, your crystal clear or like air clear, clean air because you know that haze and smog can cloud it and when you think about it most crystals aren't really clear, in fact a lot of them are rather opaque in design and-"

Peter was suddenly cut off as Betsy closed her hand over his mouth with an annoyed look, much to Wanda's annoyance.

"First lesson, shut the bloody hell up unless I say otherwise" Betsy said with a sigh as she stepped back and detached the scabbard that held her sword and went to place it against the wall before she cracked her neck "Second lesson is forming more solid psionic constructs outside your little webs"

"Like what?" Peter said as Betsy suddenly formed a katana with purple energy "Oh… does it have to be a sword?"

"I'll be using this as an example, if you want to make one later that's fine. But for now, we're start with the basics" Betsy said as she shouldered her psionic blade "Now form a small ball…"

Wanda made her way over towards Danny as Peter began to create a small ball made of red psionic energy and nodded towards Psylocke "Can I assume she's the reason why your late?"

"Yes" Danny said with a nod as he leaned against a wooden column, honestly Wanda was beginning to think they were put there for just that purpose "The big shots are getting a little uneasy with how slow Peter's progression has been going"

Wanda fronted at that as she glanced over to see that Peter had formed a descent sized ball of psionic energy and showed it for Betsy to examine "We're going as fast as we can"

"I know, believe me and I don't feel like pushing Peter too far too quickly but we may not have that luxury anymore" Danny said.

Wanda didn't like the way Danny said that "Is something wrong?"

"No, not yet…" Danny said as he rubbed the back of his head "But just a few days ago, SWORD scanners picked up a Shi'ar scout ship on the edge of our solar system…"

"What did they want?" Wanda said with an unsettled look.

"What do you think, they wanted to see if the Phoenix had destroyed the earth or not" Danny said as he glanced out the window towards the city "And chances are they've already discovered that Peter is now the new host of the Phoenix which means-"

"Their likely planning to neutralize him" Wanda said with dread.

Danny nodded "It's a possibility. Granted the Shi'ar may not but it's best that Peter has some semblance of control when he emerges from here. A lot of powers both on earth and in the universe, will be watching him very closely in the coming years"

Wanda nodded at that before she and Danny turned to see Betsy instructing Peter how to make his psionic ball affect a person's psyche. After a few minutes Wanda sighed and glanced at Danny.

"Any word on my father's whereabouts?"

"No…" Danny shook his head with a frown "Along with Magik and Colossus. Namor last I heard is still in Atlantis"

Wanda nodded at this as the two resumed watching Betsy direct Peter in how to use a psionic weapon against another telepath as she took several steps back and motioned for him to attack.

…

It was just nearing midnight that Peter found himself lying on his bed, his body and mind sore in ways he didn't even think were possible, even in his line of work where pulling off the impossible was sort of a requirement or at least expected at some point down the line for a hero or villain.

He had just been released from a six hour long intense session with Betsy and Peter has never felt so drained in his life, well from a training session at least. Peter thought his training with Wanda and Danny in how to use his more psionic based powers were tough but under Betsy's direction, he felt like he just went nine rounds with Thor when he didn't have the power of the Phoenix and the blonde-haired Norse god wasn't holding back at all… and lost each round!

' _Ugh, my head hurts in ways I didn't even know it could be!'_ Peter mentally grown as it felt like a migraine was coming on from the intense telepathic fights he had with Betsy that were similar to what he did with Xavier in that she would try to breach his mind and he had to stop her.

' _And now that I think about it, which hurts like hell, Xavier was really, and I mean really going easy on me'_ Peter thought as he rubbed his brow in attempt to stem the pain a little _'Also who knew fights on the astral plane could be so intense!'_

Still, while today's training was brutal, he did learn a few things, some in rather remarkable speed according to Betsy. The one new skill he was learning and was making the most headway in aside from psionic constructs was being able to make telepathic illusions, rather 'shoddy' ones according to her, but still impressive in their own right and as time goes on, according to her and even Wanda, he may be able to make them into reality with the power of the Phoenix.

Another thing that he's learned under Betsy's teaching was the ability to mask himself from other telepaths. Granted he hasn't mastered it to a level where he could hide from people as powerful as Betsy, Xavier or Emma Frost, but any run of the mill telepath would need something akin to Cerebra to find him.

It was then that Peter heard someone at his door before it was silently opened and a figure slipped inside. Peter sat up in his bed and looked to see who entered and was greeted to the sight of Wanda with only a loose robe on her. He didn't need x-ray vision to see that she had nothing on underneath the red cloth as she gave him a small smile before she let the robe slip from her shoulders.

'… _Whoa…'_ Peter thought with wide eyes as he took in Wanda's appearance.

While the two have continued their yoga lessons with each other and Wanda's attire usually being roughly the same as it was before, he's never seen her completely naked before. And based on the look she had on her face, she wasn't here for heavy groping and intense kissing like the last several times she's come into his room or occasionally he into her's these past few days.

Peter swallowed nervously as Wanda steadily approached him and cupped his face before she spoke in a slight unsure tone "Is this a little sudden?"

Peter stared at her for a moment, struggling not to look below the neck before he licked his lips nervously "Kinda, but knida not. I mean for me this seems a little sudden, n-not that I'm saying you're going too fast or anything, it's just I'm not used to relationships progressing this fast is all-" At that Peter winced and he mentally slapped himself "Wait no, that somehow sounds worse. Look, what I meant was that-"

He was suddenly cut off by Wanda slamming her lips into his, effectively shutting him up. Peter was taken back by the action before he let Wanda's tongue into his mouth while he cupped the back of her head. After a few moments the two broke away to catch their breath, both lightly panting. Wanda cupped the side of Peter's face as she leaned in again and gave him another small kiss on the lips before she began to trail downwards, kissing his cheek, his jaw, then his neck until she reached his shirt's collar.

She scowled playfully at him before she grabbed the edge of it and began to lift it up. Peter helped her and tossed the fabric away. Once it was freed from his torso it allowed Wanda to begin rubbing her hands across his chest and shoulders. She licked her lips at the solid feel of his muscles before she began to kiss around his collar bone while Peter's hands made their way up her arms and cupped her breasts. Peter had one of his fingers drag across her nipple, causing the mutant beauty to gasp at the friction before she pressed herself tightly against Peter. The resulting action caused him to fall back on to the bed with her on top of him. The two laughed as their heads bumped gently against the others.

Wanda pushed herself up until she was straddling Peter's waist and looked down at the man with a small grin as she grinded her lower lips against the obvious erection he possessed from their actions.

"Someone's excited" Wanda teased as she ran a hand across his chest.

"Well…" Peter said as his hands trialed up to her waist and gripped each side "When a beautiful woman like yourself comes in dressed in nothing and starts to kiss and grind up against him, it does tend to cause a reaction like that"

"Oh, so what reaction will I get if I do this?" Wanda asked with a coy look as she slowly slid off Peter's waist until she was on her knees beside the bed and parted his legs before she reached up for the draw string around his pants and undid it before she began to slowly pull the fabric down.

Peter helped her remove his pants by raising his hips a little and watched as Wanda gasped as his erection came free. She carefully reached out and touched it with one hand, causing Peter to shiver at the feel of her cool hand on his cock.

"Wow…" Wanda said with surprise as she pumped the warm flesh with her hand "It's bigger than I thought it'd be…"

At that Peter gave her an odd look "Wait, you were imagining my dick's size?"

Wanda gave him a sheepish smile "To be fair, half the girls on the Avengers team used to get together and we'd guess how big someone like you would be"

Peter gave her a worried look, his pride at the point where it'd swell like a sponge in water or break like one of Banners shot glasses that he's been collecting after he Hulk's out accidently "And where did I fall, just curious is all…"

Wanda giggled as she leaned up and gave the tip of his cock a small kiss that caused Peter to shiver "Don't worry… you were more often said to be bigger than Pym ever was…"

Peter's brow furrowed at that "I was, but how could that be? I mean I'd rather not get into this topic right now, or well ever buuuuuut…"

Peter trailed off as Wanda suddenly took Peter's entire head into her warm moist moth and gave the sensitive tip a hard suck that caused his hips to buck in response, much to her delight and amusement. She gave his prick a few kisses along the tip before she trailed up and down the length with her tongue for the next few minutes, teasing taking him all that way into her mouth before pulling back suddenly to expose his sensitive cock to the cool air.

Wanda smirked up ate Peter as she ran her hand up and down his length again before she took him all the way back into her mouth and bobbed her head up and down. Her tongue lashed at the sides while her hands trailed up and down his thighs before one rested on his balls and fondled them and the other gripped his thigh. Peter groaned as Wanda proceeded to deep throat his prick, the tip entering her throat and causing her to gag briefly before she adjusted and presumed to suck his entire length as hard as she could manage.

Peter gripped the sides of Wanda's face and looked into her amused eyes as he pulled her head up until only the tip of his dick was between her lips and suddenly thrusted all the way back in until her nose was pressed against the base of his groin. Wanda let out a muffled moan as she let Peter guide her head again until his tip was between her lips and thrusted back in again and again until he started to set a fast pace rhythm. The room was soon filled with the sounds of Wanda's lewd sucking as Peter faced fucked her as hard as he would dare.

Peter eventually stopped his thrusting and allowed Wanda to bob her head up and down his length again and stimulated it with a series of hard sucks and licks before she finally released him and jacked him off with her one free hand as she gazed up at Peter with drool running down her chin and on to her tits.

"You like that Peter, my plump lips wrapped around this nice hard cock of yours? Trying to suck all of that built up cum in these balls of yours?" Wanda said as she gave each testicle a hard kiss that caused Peter to moan.

"Yeah…" Peter said as his hands trail through Wanda's dark brown hair.

Wanda shook her head with a small smile before she gave his cock a lick from the base and all the way up to the very top as she continued to increase the friction of her handjob on his shaft while her other hand reached down to his balls and began to rub them.

Wanda pulled her head back from her new lover's sex organ and leaned up to capture the man's lips with her own. Peter's tongue reached into her mouth and quickly met resistance in the form of the near cosmic level mutant's own tongue. An unspoken challenge seemed to have been made as the kissing became more heated as the two tried to overpower the other. Wanda while lacking in the experience compared to Peter was more than a match for his quip producing tongue. Finally, after several intense moments the two parted for a combination of air and Wanda rising higher up until her breasts were leveled with Peter's face. The daughter of Magneto smiled as she took Peter's face in her hands and brought it before one of her tits.

"Suck…" she said as her eyes glowed scarlet.

Peter grinned as he latched on to the erect bud and gave the sensitive flesh a hard suck that caused Wanda to gasp and arch herself into Peter more. Peter had his other hand snake up Wanda's body and towards her other tit before gripping it firmly. Wanda moaned at the rough handling of her fleshy orb as Peter lightly bit her nipple with his canines, causing her to yelp in surprise. Peter chuckled as he released her breast and moved to attack the other with equal ferocity. Wanda's fingers trialed through Peter's hair as she grinded her wet sex against his hardened shaft, almost wishing he'd just throw her to the ground and enter her like an animal. The thought of him doing so made her wetter and caused the hex powered woman to rip Peter from her breasts and crash her lips into his.

Peter cupped the back of Wanda's head as he on his back, the mutant beauty's hair fell on either side of their heads as a result, acting as a curtain for them. Wanda's glowing eyes offered a small bit off illumination for the two as they gazed at one another with a combination of lust and longing. Peter felt Wanda's wet slit press up against his shaft which in turn caused him to shiver as the moist entrance slowly rose towards the tip.

"You ready for this?" Peter asked as he reached down and helped align his cock's tip against her eager snatch. He inserted the very tip of his head into the warm hole and caused Wanda to shudder at feeling.

"Yes…" Wanda breathed out before Peter slowly entered her.

She gritted her teeth in slightly pain as her pussy's walls parted for his cock, having been some time since she's had anything venture so far that wasn't her fingers. Her fingers raked against his chest and her toes curled in ecstasy and pain as Peter's cock continued to push through until it finally came to a stop against her cervix. The two remained still as they took in the feeling of being joined after several days of teasing and promises.

Wanda gave Peter a small kiss on the lips before she pushed herself up and brushed her hair out of her face and rested her palms against Peter's chest and began to slowly rock her hips. Peter's hands moved towards Wanda's breasts and began to lightly grope the supple mounds as Wanda smiled down at her lover. Peter gave her a small smirk that peeked her interest before suddenly Peter rolled them over and he was on top of her. Wanda's eyes widened at the action and before she could move them back, Peter gave her a hard, long thrust that nearly took her breath away as pleasure rushed through her body.

"Ah!" Wanda sounded as Peter pulled back and thrusted into her core again. She squeezed her eyes shut as Peter began to hump into her body with long hard thrusts while her legs slid up and wrapped themselves around his waist.

Peter took that as a sign to begin picking up the pace of his thrusts and began to move faster and faster. Wanda moaned as Peter's cock speared into her again and again in rapid succession before she was muffled by a searing kiss from the spider powered man. Wanda's tongue didn't waste any time in meeting with Peter's own and even managed to push his back into his own mouth as she deepened the kiss, a struggle given that her body shook from each thrust.

Peter's hands didn't remain idle as one ran up and down one of Wanda's thighs, gripping the toned muscle it was made of while the other reached up to one of her breast that were pushed tightly against his chest and gave it a light squeeze with his thumb rubbing along the underside of the supple flesh. Wanda's pants began to turn into a series of yelps, moans and curses as Peter fucked her, his cock shooting in and out of her like a piston on an engine.

"Oh god… oh god… fuck!" Wanda mewed as Peter broke the kiss and began to suck on her neck.

Peter grunted as he buried his face in Wanda's neck, peppering it with kisses and licks while she breathed into his ear and occasionally nibbled on it in delight. After several moments Peter's cock found her G-spot and Wanda was quick to show by clenching his hardened member even harder with her vaginal walls.

"Yes… oh god yes that's perfect don't stop… yes, yes, yes, yes, yes… oh god yes right there…" Wanda began to chant in Peter's ear as he hit the same spot over and over again, intent on making her cum. Wanda did her best to meet his thrusts with her own by his body's weight kept her down. The best she could do was trail her hands across his back and sides as he left a series of light kisses on her jaw while both of his hands gripped her waist and pulled her harder into his thrusts, causing her to yelp in delight.

She then used every ounce of physical strength that she possessed and rolled the two over until they were on the very edge of the bed and Wanda was once again straddling Peter's waist, his cock still buried securely in her pussy. Wanda grinned down at Peter as she began to bounce up and down his length, her breasts jiggling from the action and drawing him into a sort of trance. Wanda laughed as Peter looked at her star struck while she rode him. She could feel her orgasm coming as she changed up her tactics and instead rolled her hips on a series of circles while she too Peter's hands in her own and placed them up against her heaving breasts. Peter gripped the mounds of flesh and gave them a hard squeeze as Wanda's hips moved back and forth.

"Yes… yes that's perfect…" Wanda gasped as she felt herself about to cum under their fucking before suddenly Peter flipped hem both over and began to hammer into her wet snatch as if his life depended on it.

The sudden increase in pleasure caused Wanda to scream as Peter humped into her body with enough force that it almost caused her to yell in pain. The thought that he could hurt her like this oddly enough seemed to turn her on even more as she bit into Peter's shoulder as one of his thrusts hit her G-spot again and caused her to cum, hard.

Wanda's vision went black almost as she finally hit the cusp of her orgasm and was forced to release Peter's shoulder from her mouth as she gave out a yell that she could be bothered to stifle. Her nails dug into Peter's back to the point she swore that it pierced his skin and drew blood as she tried to pull the man as close into her as she possibly could and for a brief moment cursed that her large breasts were keeping him bay if only slightly.

Peter grunted at the pain he was in briefly while he buried his face in Wanda's neck and gave her smooth sweat covered skin a hard bite in return for the one she gave him moments ago. The action caused her to moan in a combination of pain and pleasure as he hit his own orgasm and began to shoot ropes of his cum into her hot quivering body. Several moments passed before he felt his ejaculation come to an end and pulled back to see he left a large bite mark that he knows will be visible tomorrow.

Peter chuckled as he rested his head against Wanda's while they laid there in a sweaty embrace. Wanda smiled weakly as she let Peter's weight rest on her before she gave him a small kiss on the brow and rubbed his back and briefly wondering if the moisture she was feeling on his back was sweat, blood or both.

"Amazing…" she breathed with a tired grin as she had her pussy's walls give him a weak squeeze that caused him to lightly thrust into her again.

"So…" Peter started as he tried to catch his breath "…Now what?"

Wanda let out a sigh of content "Now… we rest… afterwards… another few… rounds?"

Peter couldn't help but laugh as he slowly rolled off Wanda's body and laid down next to her and let the mutant beauty curl up against him "Sure… sure…"

Wanda grinned as she earned up and captured Peter's lips with her own before she rested her head on his chest and listened to his powerful heartbeat echo through his chest as the two caught their breath for the next round, and perhaps the round after that...

…

Meanwhile, thousands of miles to the west in the county of Westchester New York, In the darkened halls of the Jean Grey school, a lone figure was silently roaming its large empty corridors, their footsteps barely making a sound as they connected with the floor. As the figure passed the occasional light or window that allowed the light of the half full moon in, one would notice the figure was a young female clad in what looked to be some sort of leather jacket over a white tank top and flannel pajama pants.

The figure was Laura Kinney, the female clone slash daughter of the late James Howlett, more commonly known as Logan, the Wolverine.

Her hair was a mess and her eyes were still bloodshot from the amount of crying she's been doing and her skin was pale from locking herself in a room with the windows covered and the lights off for almost several weeks now. It was the need to finally eat that drove the girl out of her late father's room. While her healing factor was powerful, even more so then her father's given it's not hindered by fighting the sheer amount of metal in her body like it was Logan's, it still needed to be replenished in a sense by nourishment.

Laura kept her ears opened for any other sounds that didn't belong to her, few as they maybe, she wasn't in the mood to deal with others at the moment.

' _I probably never will…'_ Laura thought as she neared the kitchen before she came to a sudden stop, her ears and nose picking up someone inside and moving around. It only took seconds for Laura to identify the person inside as Evan Sabanur.

' _Genesis…'_ Laura thought with slight surprise at smelling and hearing the clone of Apocalypse up this late. She silently made her way towards the entryway of the kitchen and peered in to see the young teen sitting at the kitchen's single island counter, reading from a tablet.

Laura couldn't see what he was reading but thought nothing of it as she entered the kitchen and made her way towards the refrigerator. She opened the door and searched for something that would state her hunger for the moment before she decided on several apples of various colors and gathered them in her hands before turning to leave. It was then that Laura got a brief look at the screen Evan had in front of him and she paused at the image displayed.

En Sabah Nur… Apocalypse…

Laura paused in her step long enough for Evan to notice her before giving her a small nod "Hi…"

"…Hi" Laura said as she held Evan's gaze before it went back to the screen "Light reading?"

"Something like that" Evan said with a small sigh "…I'm not blind you know"

"I never said you were" Laura replied with a small frown.

"I'm not dumb either" Evan said as he placed the tablet on the counter and ran a hand over his face and turned towards Laura with a slightly saddened expression "I see how people look at me, what they say about me…"

"And what is it do they say about you?" Laura questioned as she approached the counter and sat down beside Evan and took a bit of one of the apples in her hands.

Evan's response was to show her the image of En Sabah Nur standing with his four horsemen "My apparent future… will be hell on earth for everyone"

"You don't know that" Laura commented with a small sigh.

"Quentin Quire seems to think differently" Evan said as he went back to reading more on one of the X-men's most powerful and brutal adversaries "According to him and others that he said are too scared to voice their thoughts, I'm Apocalypse reincarnated and it's only a matter of time before I go around asking people to be my own horsemen and help advance this world's evolutionary pace with a combination of mass murder and genetic tampering with Celestial technology"

"Quentin is a jackass" Laura said with a slight scowl at mentioning the Omega level mutant's name.

"But he raises a good point" Evan said as he stared at the image of his predecessor before he switched the screen off and placed the tablet on the table and looked up at Laura "How are you holding up?"

Laura's reply to Evan's question was met with silence as she stared at him with a blank expression. After a few seconds Evan nodded awkwardly as he adverted his gaze "Right… sorry… that was rude, and careless I shouldn't have-"

"It's fine" Laura said as she stared down at the table with a frown "It's not the first time I lost a parent"

The two sat there for what felt like hours, each wondering if the other was going to start up another conversation or maybe leave, preferably the latter. It was then she suddenly heard muffled movement. Her eyes narrowed as she tried to zero in on the sounds before she began to pick up multiple scents that didn't belong here. Laura slowly got up from her stool, much to Evan's surprise as he saw the look on Laura's face.

"What is it?"

"Shh…" Laura said as she slowly approached the hallway before looking down both sides and realized that the sounds and noises were coming from both sides.

Her hands slowly morphed into fists as she moved out of Evan's sight. The young clone of Apocalypse was about to follow when suddenly he heard the faint sounds of several helicopters approaching, an odd occurrence since Westchester only had one and it was nowhere near as loud as these ones approaching seemed to be. Evan slowly rose from his seat and approached the partially opened windows and slowly leaned outside to better hear and maybe even see them before he heard the ever so subtle sound of a gun's safety being clicked off.

Evan turned to see a man in full black tactical gear with a modified magnum aimed at him. Evan tensed in surprise and fear as he stared at the unknown individual.

"Uh, hello…" Evan said nervously as he stared at the gun in the man's hands, pointing right at him "C-Can I help you?"

The man quirked his head to the side before he squeezed the trigger and several needle like projectiles shot out from the gun's barrel and imbedded themselves in Evan's torso. Within seconds Evan's vision blurred and his body became heavy as he slumped against the wall.

"S-Simple no would… h-h-have been… just as g-good…" Evan said weakly as he felt his strength leave at him at an alarming rate.

He could just make out the fuzzy form of the man approaching him and looked to make a grab for the young teen or worse finish him off before they both heard a distinct sound that filled Evan with some hope and the unknown man with dread.

 **SNIKT!**

Suddenly two Adamantium claws erupted from the man's chest, causing him to let out a pained yell before he was shoved aside by an enraged looking Laura. The man reached for his side arm to shoot Laura before she stabbed her two claws into his hand, causing him to scream again before Laura headbutted him, breaking his nose and causing him to slump to the floor with a whimper.

The daughter of the famed Wolverine glared down at the man with a look of pure dark spite as she began to approach him, her claws bloodied and dripping with the whimpering man's blood.

"You people have really picked the wrong time to start this shit with me!"

The last thing the man saw was two bloodied claws racing towards his eyes as more similarly dressed men entered the kitchen with their weapons raised…

…

* * *

And done.

Next chapter, the Jean Grey School comes under attack by an unknown force while Peter learns a new power acquired from being the host to the Phoenix while Wanda's jealously begins to stir ever so slightly as Betsy continues to train Peter…


	15. Chapter 15

Answers to reviewers' questions or statements:

 **JJChandler** : Gladiator will make an appearance soon.

 **EroSlackerMicha** : Like Kaine said, Mutants are probably the only group of people that have worse luck then him or Peter.

 **Karlos1234ify** : God Doom, his power made him even stronger than the Living Tribunal which was often said to be the second most powerful being in Marvel Comics at times, Peter would likely need the Infinity Gauntlet, heart of the Universe and likely the full power cosmic along with the Phoenix Force to even register as a threat to God Doom.

 **Superstar Kid** : That's pretty much the lives of Peter Parker and the X-men in a handbasket. The ones attacking the school are actually none of those groups, at least not entirely. Yeah Peter is in for some fun time ahead with the various forces in the universe both good and bad trying to manipulate him into using the Phoenix Force to further their own goals. Well Betsy is a very attractive woman, dresses in rather revealing clothing, can kick major ass, and is going to be spending large amounts of time around Peter and even in his head. Couple that with the wall crawling bastard's luck in regards to gaining women of that caliber's affections at some point down the road, why wouldn't Wanda be a little jealous.

 **Devilboy101** : No, more of a good friendship. Both are clones, both of their predecessors' slash fathers have some rather unsavory and violent history and have certain expectations placed on them. So that have plenty to bond over, but Laura may be too intense for Evan to be a love interest, plus she isn't exactly looking for anyone at the moment.

 **MCRasengan** : Least Magneto will have a genuine reason to hate Peter now… just wait until Simon learns of this.

 **Legionoftheweb94** : No, he won't take away her powers, he'll do something else that'll piss her off though.

 **Marveldcfan** : Well aside from trying to mentally restrain him during his rampage, Betsy never really did anything against Peter directly, so his feelings against her really aren't all that negative, it's more of Scott's 'inner circle' that he'll have issues with. Well Wanda could confront Betsy and call her out on her actions but it's not like she has room to talk, she did pretty much near total Mutant genocide only a few years ago and the effects are still being felt.

 **Adtr509** : Wanda's jealousy stems from the fact that Betsy is a attractive kick ass woman that's going to be around Peter, sometimes even in his head, and with his luck with women like that… yeah, competition.

 **Spawn Hades** : Yeah, which is why I'm confused as to why Marvel keeps trying to push Peter to be with women that could never understand half the hell he's gone through in his life time.

 **gunman** : With his luck, anything is possible. We'll find out who the guys attacking the school are this chapter and what their goal is to a degree.

 **OmniPlanckInstant** : Yeah but his progression will be going faster now that he has an actual telepath teaching him, especially one as powerful as Betsy. No Jean Grey school being attacked is good because now, free people for Laura to butcher!

 **90skid4life** : Cold shoulder for the most part. Rogue and Rachel's reaction to Peter when they meet up again will be interesting to see.

 **Harbinger of Kaos** : No they know about Krakoa to some extent and that's already being taken care of as we'll see in this chapter.

 **super spider 209** : The story won't get dark again for a while, like ten chapters at least which is when Peter will be in the Ultimate Universe, but if you meant the Dark Phoenix showing up again, that won't be for a good long while. She already as him as a host, if you mean is she growing a lustful attraction to him, then yes, she is. As for where Jean is, not sure, I'm waiting to see what Marvel has to say about her whereabouts these past few years come December when they bring her back.

 **justafan** : It won't, it'll just be those little moments where Wanda gets a little annoyed with Peter's attention on Betsy, granted most of its training but having her boyfriend stare at a half-naked woman as attractive as her will rub any girl the wrong way probably.

 **Darkspyder** : It's not Magneto that Peter will have to worry about once word gets out that Peter is in a relationship with Wanda, and things are going to get all the sweeter once Jessica and eventually Carol are dragged into it.

 **Wingd Knight** : It was showing that Scott's mentality was starting to get questionable during the events of X-men Schism and the X-men title he was in that dealt with him and his X-men team. Avengers vs X-men just brought it to a head. Well the Dark Phoenix isn't a push over, whenever it came out, the fights it had were brutal, plus getting hit by cosmic fire is bound to leave some serious burns at the very least. Why no love for America Chavez? Granted I barely know who she is and could care less but I never got why people don't like her. Nah this version of the Unity squad was never made. Granted it's got a few of the original members on it but it's also got several new comers too. Part of the reason being that several of the X-men that were part of the team in the comics were also part of the attack on Wakanda and well… yeah.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

Laura roared in rage as the gun men opened fire on her, their bullets quickly tearing into her body as she raced towards them with her claws at the ready. In several strides she was on the first gun men and rammed her claws into his abdomen, causing him to emanate a pained choking sound as she tore her claws free while slicing the muzzle of another gun in half before stabbing the weapon's wielder with both sets of her claws with a glare on her blood-stained face.

She then turned towards the last man and leaped at him with a yell. The unknown attacker was able to bring his weapon up in time to act as a sort of shield from Laura's claws. The dark haired young woman narrowed her eyes at this as she grabbed on to the man's shoulders and pulled her foot back and suddenly unsheathed another adamantium claw from in between her toes. The man didn't have a chance to react before Laura rammed the claw into the man's side, piercing his lung.

"ACK!" he choked out as he and Laura slumped to the floor.

Laura stood back up and removed her clawed foot from the man and quickly went over to Evan to see if he was alright. A frown crossed her face as she saw that he didn't seem to be particularly coherent. She saw the needle he was shot with and ripped it out of him before she held it up to her noise to see if she could identify what it was.

"Hmm…" Laura sounded as she detected traces of Neurotoxin and a host of other chemicals that she couldn't identify at the moment. She placed the needle in her jacket's coat before she slung one of Evan's arms around her shoulders and helped him up.

"W-What…?" he said as his head bobbed side to side.

"Shh" Laura said as she slowly approached the doorway tot the kitchen just as gunfire began to erupt from other parts of the school along with screams from the residents… and their attackers.

Laura and Evan exited the kitchen, but the genetically altered clone of Wolverine came to a stop as she saw several gun men ahead of her and Evan, several were breaking off and heading deeper into the school while a few stayed behind to secure the hallway. There were still too many for her to deal with while she was holding the genetically altered clone of Apocalypse. She glanced at Evan and saw that he was starting to regain some of his senses.

"Will you be fine for a few moments?" she asked in a low voice as she kept her eyes and ears on the gun men ahead of her, their voices were altered with some sort of scrambling device to make identifying them difficult.

Evan looked at her with a groggy expression before he gave her a small nod "F-For… a f-f-few… y-yeah…"

Laura nodded as she leaned him against the wall and slowly helped him down to the floor before she ruffled his hair "I'll be back…"

She then removed her jacket and placed it on Evan to keep him as covered as possible before stood up and began to approach the distracted gun men. She unsheathed the claws in her right hand and jammed them into the first man she neared while her other hand covered his mouth to muffle the pained scream. She then shoved him away and approached the next…

…

"Everyone stay together!" Kitty yelled as she gave one of the attacking gun man a brutal kick to his knee, breaking it before she rammed her elbow into the man's face, earning another loud sickening 'crack' as several students rushed by her to the nearest 'safe room'.

One of the students was Kid Gladiator, son to the current Emperor of the Shi'ar Empire. He was busy being dragged away by his bodyguard, Warbird, while he fired of several blasts of his heat vision at the approaching gun men "BAH! KID GLADIATOR DOSENT RUN FROM A FIG-"

"You can face them down later my lord" Warbird said calmly as she grabbed one of her swords and threw it towards one of the gun men trying to shoot at Kitty's back. She didn't bother to watch as the man fell to the ground with her sword embedded in his chest, she had to get her charge to safety before doing anything else.

Kitty had just shoved the groaning man away and was about to follow her students to make sure they were safe when suddenly four heavily armed gun men emerged from a hall and aimed their weapons at her and opened fire. The Headmistress didn't even blink as the bullets phased through her while she rushed towards the men before she leaped through one and sucker punched the man behind him. She had turned around to deal with the others who were both reloading and trying to place distance between her and them before suddenly a powerful gust of wind shot out from a doorway and sent all three men flying into the wall. Kitty's brow furrowed as she saw storm emerge from one of the rooms, dressed like her, in her sleep wear.

The now ex-queen of Wakanda glanced at Kitty with wide eyes "Kitten what's-"

"We're being attacked by a bunch of assholes with guns Ororo, thought it'd be obvious" Kitty bit out as she kneeled down next to the man she punched and picked up something he dropped and held it close to her eye.

"But how didn't they trigger the alarms?" Ororo said with a frown as she saw more men emerge from a hall and sent a bolt of lightning towards them, destroying part of the wall and forcing them back into cover.

"I don't know… let's go ask" Kitty said as she stood back up and rushed towards the gun men that Ororo was keeping pinned down.

As Kitty attacked the men with Storm providing cover for her, Xavier's voice echoed through her head as he set up a telepathic link.

' _Katherine…'_ Xavier said.

' _Professor, what the hell is going on?'_ Kitty asked as she neck chopped a man while she drove her heel into another's nose, breaking it while she phased in and out to avoid being grabbed or shot by the various dark clad men and women around her 'Who are these people?'

' _I don't know, they seem to have these sort of psionic inhibitors on them and their giving off a signal that's weaken my telepathy. It took a lot more effort then I'm willing to admit to just establish a link with you and Angelica…'_ he said, his mental voice getting notably weaker and weaker.

' _Oh fan fuckin tastic!'_ Kitty thought with a dark scowl as she was suddenly back handed by a gun man to the ground. Before Kitty could respond, he was blown away by a lighting bolt to the chest.

It was then that Kitty and Xavier both heard Angelica's voice in the mind link _'Guys, I'm outside with several of the students and Gambit and I see several helicopters coming our way… they don't look like the police'_

' _Must be their backup…'_ Kitty thought as she phased through a man's kick to her chest before she rolled out of the way and responded by giving him a two-legged kick to his groin.

' _I was able to send a message to Hank and Bobby before I was cut off, they and the rest of the Unity Squad should be here soon'_ Xavier stated as he was busy trying to maintain the link with Kitty and Angelica on top of restraining several men around him from shooting at him and Hope while Rachel helped Rogue and Husk usher the students into a saferoom for them to use.

' _Kitty, any idea on who these guys might be?'_ Angelica asked through the link as she sent several fire balls towards the approaching choppers.

' _Well with our luck it's either those little bastards from the Hellfire Club, Strykers people or even Sinister's marauders…'_ Kitty said as she and Storm continued to push the gun men back before suddenly Angel appeared from a hallway and began to attack the men with the aid of Kid Omega who was armed with a psionic shotgun and Hellion.

' _Or it's just a bunch of Mutant hating assholes…'_ Kitty thought with a sigh before suddenly the entire school shook, taking her by surprise and forcing Xavier to end the link between her, him and Angelica "What the hell?"

…

One of the men made a hand gesture towards the door before forming a fist. The man carrying the shotgun nodded as he moved towards the door and aimed for the hinges and fired off a single shot at each location before pulling back and letting the squad leader kick the door in and enter the room-

 **BANG!**

The squad flinched as their captain was sent flying back from the doorway and into the wall across the hall. The gun men slowly looked back towards the door and paled at what they saw.

"I know, no one was expecting me to show up, were they?" a man in a red and black suit said as he stepped into the light more to show that he was armed with several different pistols, a knife, two swords attached to his back and several grenades attached to his belt "Well I'm only here to drop off my old buddy old pal Cable who's currently in a rather inconvenient coma at the moment when I heard you boys running around up here…"

The man was holding an old modified elephant gun in his hands while giving the gun men a dark smirk from underneath his mask "Well boys and girls, bear with me because this is my first time teaching a class and for that matter attending this school, so-"

Deadpool was interrupted as the gun men opened fire on his form, their bullets tearing into his flesh and suit, spraying blood on them, the floor and walls. Deadpool didn't move as he let the bullets pierce him until he was met with the sounds of the gun men ejecting their spent magazines.

"You know, I had a catchy school reference I was gonna make in regards to this, but that was just plain rude" Deadpool said as he reloaded his gun before holding the barrel up to one of the tense gun men "So how about I skip the wise ass remark and get to shooting you MOFO's up like it's the Fourth of freakin July!"

At that, Deadpool unleashed a hailstorm of hot lead on the armed men, killing several, wounding another and forcing the last to run tail and run.

"Heeeeey, get back here so I can shoot you!" Deadpool yelled as he raced after the man, laughing as he shot at the feeling attacker before he stumbled as the building hsook from something.

"GAH!" Deadpool yelled as he fell face first into the ground, his shotgun firing off prematurely and hitting a picture of the old X-men.

The Merc with a mouth groaned as he pushed himself back up and reached for his weapon "Man, I haven't felt a building like that shudder since I made the mistake of giving Logan a few of my special spicy tacos…"

He then glanced outside to see what may have caused the building to shake and paled at what he saw "Oh fuck nuggets on a hand glider…"

…

Just moments beforehand, outside the school in the scorched clearing by the main entrance, Angelica was gritting her teeth in rage as she, with the aid of Karoka, sent microwave blast after microwave blast at the approaching gun men and helicopters that had separated her from several students and was trying to rectify that before something slammed into the ground not twenty feet from her and sent the former teammate of Spider-man flying into the building.

Angelica let out a paned whimper as she felt and heard something in her chest crack as she slumped to the ground. She let out a pained hiss as she saw what slammed into the ground and gaped at what was standing there…

It was the Hulk… or rather a Hulk with gray skin and odd bony protrusions emanating from his body.

The gray Hulk saw Angelica lying against the wall and let out a enraged yell before it suddenly rushed towards her. The pyrokenetic's eyes widened as she just barely managed to dive out of the way as the gray being smashed into the school, shaking the entire building to it's foundations as it let out an enraged roar.

" **RAAAHHHH!"**

Meanwhile, half a mile away from the besieged school, a young boy stood there, surrounded by a over a dozen gun men. A smile was plastered on his face as he saw parts of the school beginning to crumble under the rampage of the gray colored Hulk.

"Heh, shame Wolverine isn't here to see this" Kade Kilgore said with a dark smirk on his face as the Hulk's roared echoed through the night, drowning out the sounds of gun fire "I would have loved to see how he could stop this-"

He was interrupted by the sudden roar of a Quinn jet racing overhead towards the school, causing him to scowl briefly before his curiosity was piqued. He held out a hand towards one of the men around him and waited for a pair of binoculars to be placed in them before he sued them to zoom in on the fight.

"Hmm, now let's see how the Hellfire's newest Knight fares against 'Earth's Mightiest Heroes…"

…

Meanwhile thousands of miles away in K'un-Lun, Peter's training in his psionic powers while progressing rapidly in some areas, was moving at a snail's pace in others, particularly in mental commands and suggestions. Something that Betsy was hoping to fix as she escorted a slightly tired Peter into a relatively empty dojo with the only other inhabitants being a few monks on the far side training with several wooden staffs.

"So, what's first on the agenda?" Peter asked as he stood before Betsy.

"Today we're going to try something simple and that's taking control of one's movements through mental manipulations" Betsy explained as she folded her arms across her chest.

Peter quirked a brow at that "Huh what does that mean exactly? Like I telepathically tell you to do something, and you do it? Like the Jedi mind trick?"

"That's a rather crass way to put it but yes, like the Jedi mind trick" Betsy said with an eye roll.

"Neat!" Peter said with a clap before he cracked his knuckles and rolled his shoulders "So how's this work, do I try to get inside your mind and tell it to do something?"

"Yes and no, I'll explain as we go but for now just try breaching my mental defenses and gain a foothold in my mind" Betsy said as she adjusted her stance slightly.

"Are you sure?" Peter asked a little worriedly "I mean won't I possibly hurt you?"

"Peter, my mental defenses are a lot more powerful than Wanda's by a longshot, if anyone's going to get hurt, it's you trying to breach them" Betsy said with a cool expression.

"Oh, uhh okay then" Peter said as he took a deep breath before he sent out a telepathic probe towards Betsy only for it to smash to pieces against what could only be described as a pure wall of psionic energy "Whoa…"

"Like I said, my mental defenses are a lot better than most of the people you've been training with here" Betsy said with a small smirk before it dropped "Try harder, I know you have the power to do so"

Peter nodded carefully as he sent another telepathic prod towards the woman, this one far more powerful then the last and frowned as it was easily taken down again. For the next several minutes Peter tried again and again to breach through Betsy's mind, but it was like fighting against both Venom and Carnage at the same time. Betsy for her part looked unconcerned by Peter's growing annoyance or power in each telepathic probe. While she would admit the man certainly had the raw power, he was solely lacking in the finesse, the ability to utilize said power to it's absolute maximum potential.

' _Here's hoping he'll learn fast'_ Betsy thought as she felt another attempt to breach her mental shield. It was getting to the point that she was tempted to weaken them just to get on with the lesson before a combination of pride and common sense halted her.

Peter was going to one-day face equally powerful or greater telepaths then her and they will be far from accommodating. And unlike her at the moment, they won't be standing around, waiting for Peter to breach their minds, if anything they'll be trying to breach and crush his.

' _Baby steps'_ Betsy thought with a snort as she felt another attempt by Peter fail.

"UGH!" Peter groaned as he tired to breach Betsy's mind again "Man you guys make this seem so much easier when fighting against hordes of bad guys"

"Practice" Betsy said with a simple shrug "Plus most of the people I've fought against are weak against telepaths and I've been often said to be the third most powerful on the plant with the demise of Jean and the de-powerment of Nate"

Peter grunted at that as he built up another attack to use against Betsy before suddenly his spider-sense flared ever so slightly, breaking his concentration "What the…?"

Betsy saw this and frowned "What is it?"

Peter's eyes narrowed as he felt his spider-sense tingle ever so slightly again before it stopped. He looked around to see if he could identify whatever it was that may have set it off but saw nothing aside from the departing monks on the far side and none of them screamed secret villain out to get him for some reason.

"I'm… I'm not sure…" Peter said in a confused tone _'Why the hell was my spider-sense going off like that? I don't see or 'sense' anyone nearby that wants me dead…'_

Betsy frowned at this as she did a quick but more thorough telepathic sweep of the area for any possible signs of another's presence that may be catching Peter's attention. After several moments she ceased her search "I don't detect anyone else here aside from us"

"Hmm… guess it's just my spider-sense still reacting to the Phoenix being inside me" Peter said with a frown "It does that sometimes, at least I think that's why it's gone off"

"You think it's something we should worry about?" Betsy asked with a raised brow.

"Maybe, but it's not going off in a way that says, 'hey duck and cover'" Peter said as he scratched the back of his head "More like 'Hey something's not right here, be careful'"

"Does… does your Spider-sense actually say that?" Betsy asked with an amused grin.

"I wish, would make things so much easier if I knew what the danger was" Peter laughed before he noticed something about Betsy's mental defenses… they were down. Or at the very least not as strong as they should be.

Peter hesitated as he considered whether his lesson in trying to breach Betsy's mind was still going before he decided to very carefully breached along the edges of her conscious to see if she'll react. Her grin fell slightly as Peter felt her defenses rushing back up to full strength and in that moment Peter took the plunged and grabbed a small but solid foothold in her mind just before he could be pushed out by her defenses.

"Well done…" Betsy said as she felt her body stiffen as if some unknown force gripped her.

"Uh thanks I guess?" Peter said in an unsure tone "Not uh really used to hearing people thanking me for restraining them. Most of the time people are screaming at me, growling or wishing that I die a horrible death"

"Yeah well don't get used to it" Betsy said as she cleared her throat "Now what I want you to do is-"

She suddenly found herself staring at her own body not too far away while Peter found himself looking at his own.

"What the?" Peter said before his eyes widened as he realized that it was in Betsy's voice he spoke. He casted a quick look down and gaped as he saw he was looking down at a body that he knows for a fact didn't belong to him.

"You've gotta be fucking kidding me right now…" Peter heard his voice speak in annoyance and looked up to his body was rubbing his brow in aggravation "This is just bloody brilliant"

"Uh Betsy?" Peter asked carefully as he tried not to move or risk doing something else "What, what's happened?"

"It appears you've accidently switched our minds" Betsy replied with a sigh as she folded Peter's arms across his chest "You most have placed far more of yourself inside my mind without realizing it and in response likely placed my mind in yours"

Peter swallowed nervously as he tired to not move "What do I do?"

"Switch us back. I'd do it myself but trying to reach into your head and force it to do something it doesn't like may trigger a response from the Phoenix and I don't feel like having my ass set on fire by cosmic flames" Betsy said with a look on Peter's own face that made it seem like it was the simplest thing in the world for him to do.

' _Wow, do I really look like that when I'm talking down to someone?'_ Peter thought as he rubbed the back of his- Betsy's head _'Huh, no wonder so many people want me dead. Hell, I'd be able to see that look through my mask! Though in my defense my words don't have that English accent to it that mine's starting to get every time Betsy talks with my voice which makes me sound kinda cool and super sophisticated-'_

"Peter!" Betsy snapped "Today would be lovely!"

"Right, sorry" Peter winced as he took a deep breath and tired to reach back out towards his own body with a focused expression.

Several moments passed as Peter tired to switch their minds, or try to repeat the process he performed earlier that apparently led to this predicament. After several attempts Peter let out a sigh.

"It's not working!"

Betsy sighed at this as she rubbed Peter's brow "This is why Xavier should be here…"

She then took a deep breath and prepared to try and assist Peter in helping him switch their minds back into their appropriate bodies when suddenly she found herself in a white space. Betsy gasped in surprise as she looked around to see that she was all alone. She looked down to see that she appeared to be in her actual body rather than Peter's.

"What the hell is going on, did he manage to switch us back or did he accidently project an illusion again?" Betsy wondered out loud as she tried to sense for any psionic energy around her before she let out a pained hiss as a sudden wave of pure raw psionic power raced through her head and caused her to nearly black out.

"GAAH!" Betsy yelled as she gripped her head in pain and almost fell to her knees as a result.

" **Hmm, now this is interesting…"** a woman's voice spoke up behind Betsy, causing her to tense as she slowly turned to see a massive Raptor cloaked in cosmic fire looking down at her as if she were a mere ant, which in all sense of the word, she was compared to it.

"Phoenix!" Betsy said in shock at the appearance of the omnipotent being of life and rebirth. She took several steps back and conjured up a psionic glaive to use before it suddenly vanished as quickly as it appeared, much to Betsy's surprise and growing fear.

The Phoenix chuckled as she gradually shrunk and changed until she became the fiery woman that Peter first saw her in when he came to the White-Hot Room and slowly circled the tense woman. Her fiery hand just barely grazing over Betsy's shoulder and back like a light breeze as she smirked **"Oh don't be like that miss Braddock, after all if I really wanted you dead… you'd be dead"**

Betsy swallowed nervously as she felt an inhuman chill rush down her spine at the sudden dark edge the cosmic being's voice took "What do you want?"

The Phoenix came to a stop in front of Betsy and quirked her head to the side and had her eyes narrowed in interest as she took in the form and power of the telepath before her **"Hmm, such latent psionic energy within you my dear. You know, there have been times where I was tempted to make you my new host rather than the likes of Jean or Emma, but you never seemed close enough for me to try"**

"Really?" Betsy said as she tried to move but suddenly found herself frozen still, as if some unseen force held her in place.

" **Really…"** the Phoenix said as she took several steps towards Betsy and turned her head slightly after grabbing her by the chin **"After all, I've never met a telepath so well versed in combat like you in almost a million years, particularly one so powerful… the possibilities are nearly endless with you my dear…"**

Suddenly Betsy was met with the image of her standing in a sea of what looked to be dark purple flames with a burning white-hot Phoenix symbol seemingly burned into her chest, pulsating with power down her body before it was gone as quick as it came. The sudden event caused Betsy to gasp as she felt a sudden surge of power, the likes she's never felt in all of her years before it was gone, and she was left feeling on the verge of collapse.

The Phoenix smirked at this " **Hmm, enjoyed what you saw and felt?"**

"W-What… what was that?" Betsy said as she tried to find words for what she saw.

" **That… is what could be if the time ever arises where I must search out for a new host, unlikely as it is to happen"** the Phoenix said as she released her grip on Betsy and let her stumble back before falling to her knees. The Phoenix chuckled at the scene before turning her back to the purple hair woman and waved her off **"Begone Elizabeth, as much as I find your company enjoyable for the moment, I'd much prefer to have my newest host back in his body. The poor dear must be traumatized by now and well, wouldn't want him to think I've chosen a new avatar hmm?"**

Before Betsy could say or think of anything, she suddenly found herself back in the room that she and Peter were suing to train in, now within her own body.

"Ahhh finally, got it. Ohhhhh sweet spider powered body that I sometimes wish had more power in it, well before now, how I've missed you!" Peter said with a relieved sigh before he noticed Betsy's uneasy expression "Uh, you okay? I mean that is you in there right and not some monk that I accidently grabbed somehow and traded his mind with Betsy's…"

"I'm… I'm fine…" Betsy said as she cleared her throat and turned on her heel and began to quickly march towards the doorway "Lesson's over for the day. Meet me back here tomorrow morning for your next session"

Peter watched her go with a surprised look on his face and made to follow her before he heard a faint whisper in his mind.

' _ **Let her go…'**_

Peter paused at the voice of the Phoenix echoing at the farthest edges of his mind. His eyes narrowed slightly as he responded in a tone mixed with annoyance and accusation _'What did you do?'_

The cosmic entity was silent for several moments before it responded in a near quiet yet clearly amused voice that he struggled to hear.

' _ **I showed her… possibilities!'**_

…

On the far edge of the Sol System a small ship roughly the size of a football stadium laid amongst the clouds of cosmic dust and ice that laid at the very edge of humanity's solar system. The ship was refitted stealth class corvette of the Shi'ar Imperial Navy. In the heart of the modest sized scout ship, stood it's captain and before him was a terminal that was linked to his commanding officer's back on Chandilar, the Throneworld of the Shiar, deep within its empire.

The Captain, which happened to be a Lupak, stood at attention as he waited for a response from his commander. He didn't have to wait long as the gruff voice of his commander spoke through the terminal.

 _"Report!"_

"Sir, we have arrived in the Sol System several cycles ago and have been monitoring the planet Earth after the arrival of the Phoenix. So far, the world remains intact and we have confirmed that the Majestor's son is still alive and appears to be well. We are already planning for extraction of him and his bodyguard, Warbird" the Captain said in a cool tone.

 _"Do the Humans know of you and your craft's location?"_ he asked.

The Captain shook his head "No, aside from their brief detection of us after we came out of lightspeed, they remain unaware of our exact location. They know that we are somewhere nearby, but they won't know where we are unless we let them. While their 'SWROD' facility is rather advance, much of the alien technology that they've accumulated over the years and what we've gave them, is fairly dated. Their scanners couldn't pick us up until we were within visual range"

 _"Very good… I would prefer they never knew you were there in the first place, but beggars can't be choosers these days"_ the commander said with a growl of annoyance before he cleared his throat _"What of the Phoenix?"_

At this the Captain frowned "We have confirmed the reports. It is still alive and has found a new host in the one that they call Spider-man"

 _"_ _Spider-man? A rather interning choice given that our records have classified him as a low probability of inheriting the power of the Phoenix… either he's part of the Grey bloodline that we've somehow missed or there's something else we're not seeing_ **"** the commander muttered, more to himself than the Captain before he spoke in a louder tone _"His location?"_

"We were able to track him to some sort of extra dimensional zone in a mountain range located on the continent they call Asia before he entered some sort of area that seems to lead into a pocket dimension of sorts" The Captain said as he brought up a holographic map of the location and an area highlighted the showed the source of the extra dimensional energies "But our craft isn't outfitted with the equipment necessary to peer inside and it appears to be under heavy monitorization by both SHIELD and SWORD. It's also safe to assume the Avengers and the X-men as well. I had one of my scouts try to breach it, but he was forced to pull back before he was discovered"

 _"_ _Hmmm… has the Dark Phoenix emerged yet?"_

"It did, barely a week after the Phoenix bonded with Spider-man. It went on a rampage though some East African nation after it came under assault by the X-men" the Captain said as he sent a series of images and recordings that they were able to take of the site "We have yet to determine the exact trigger of its emergence"

 _"Any major casualties?"_ he asked with an audible frown.

"Indirectly? Hundreds" the Captain said with a sigh as he showed images of the capital city in ruins "The Avengers, X-men, and Fantastic Four were prevented from aiding the nation's military in search and rescue operations in it's capital city that was heavily damaged by the one called Namor thanks to the emergence of the Dark Phoenix"

 _"_ _Direct casualties?"_

"One confirmed… the Wolverine" the Captain said.

His superior was silent for several minutes as he examined the information sent to him and likely his own superiors. After what felt like hours, he received a response.

 _"Then it is decided… the Majestor is assembling an elite strike force he himself shall be leading consisting of almost the entire Imperial Guard, the Death Commandos and three dreadnoughts. They_ _will arrive within several standardized cycles to neutralize the Phoenix and it's host"_

"Easier said than done, sir" the Captain stated with a frown "Earth and its defenders will not simply let us terminate the Phoenix and its host without a fight. This Spider-man has ties with several notable heroes on this world and they will fight to their dying breath to keep him safe"

 _"Indeed, but it's either we stop the Phoenix now or we risk another D'bari or worse…"_ he responded with a tired sigh _"Gather as much information as you can and begin preparations for their arrival"_

"It shall be done" the Captain said with a nod as the connection ended and the Captain was left standing they're in complete silence.

After several moments he sighed as he turned on his heel and left the coms room to alert his men to their new orders. They had a lot of work to do in a very short amount of time.

…

* * *

And done.

Next chapter, The Unity Squad arrives to aid the X-men in repelling the invaders…


	16. Chapter 16

Answers to reviewers' questions or statements:

 **MCRasengan** : That seems like the case but… well things aren't exactly so simple now and some people may not be too keen on dying to protect a guy that has and may loose control again and cause even more death and destruction. A lot of people in the hero community never had a high opinion of Spider-man before he became the Phoenix and may have an even lower one of him now because 'he' killed Logan.

 **The Phenomenal Flair** : True their might be blood spilt, but if anyone has a chance to take the Phoenix out, it's the Shi'ar. Aside from the X-men, they have the most experience with it in the comics and have been designing weapons to actually neutralize it should it arise again and with their tech, they could come pretty close to doing so.

 **demonic hellfire** : I'm going to assume you haven't read about 'Weapon H' in the Weapon X comics.

 **DarkJoey** : They never said which Stars Wars he hates, is it the Prequels, the OG Trilogy, Star Wars Legends or even the Sequel Trilogy? Plus, everyone knows Spider-man would never turn down a Lightsaber, his nerdy inner geek won't let him.

 **psp reader** : Yeah, the Shi'ar are real stupid for not wanting to try and talk with a being that's shown no remorse or hesitation in leveling entire worlds, some of them which were theirs, simply because they were in its way as it flew through space looking for a new host…

 **Spawn Hades** : When it comes to the Phoenix Force, is there ever a right way in dealing with it? One moment it's a hero the next it's destroying entire planets or even solar systems simply because they're in its way.

 **EroSlackerMicha** : The Shi'ar have created soldiers and weapons designed to fight and hopefully destroy the Phoenix in the past, they aren't charging into this thing halfcocked.

 **super spider 209** : Death loves Peter because he's caught her attention and she's been following him for a time and after a while concluded he'd be a good match, with a little 'tweaking' by here and there to make him perfect in her eyes.

 **edboy4926** : Why would they kidnap Spider-Gwen? They have no knowledge of Peter's history with Gwen and even then, how would they know where to get her? Also, why use a hostage? They're not heading to earth to negotiate with him, they're going to earth to destroy the Phoenix Force.

 **LL** : Why would they kidnap Aunt May? They don't know who he is under the mask and even if they did, why do that when they can just simply go for him directly instead of wasting time trying to capture a woman that wouldn't serve any real purpose other than risk the Dark Phoenix coming out? The Shi'ar are pretty straight forward in how they deal with the Phoenix, kill the host and any other potential host for it and try to destroy the thing itself.

 **Axcel** : You do realize that the Shi'ar aren't a bunch of delusional idiots like Scott ended up becoming right? You really think they want to start a fight with the Phoenix's newest host on a planet filled with said host's allies?

 **Spideyfan** : No I wont be having Spider-men from my other stories appear, tempting though.

 **Retrogamer7800** : No, they won't.

 **Kryptonianspiderman** : She's too weary to attempt such a thing on Peter.

 **darthwolf** : That might be a little too far…

 **ninjaspidey** : Some already have, hence why a few went back to the Jean Grey School.

 **MrNeedsToRemoveAllFavs** : It's something he can do given he has control over the Electromagnetic spectrum, he doesn't use said abilities often because it's exhausting for him, hence why he prefers to use his powers of Magnetism more often.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

"Uh Cap, quick question… just how many freakin Hulks are there again?" Kaine asked as he and the rest of the Unity Squad emerged from the Quin Jet to see Firestar shooting heat blasts at what could only be described as some sort of Gray Hulk with odd bony parturitions emanating from different points in it's heavily muscled body.

"As of now, apparently eight" Steve said as he took in the unknown Hulk's appearance with narrowed eyes "And he doesn't seem very friendly either"

"Really, aside from the bone things erupting out of him, he seems no different from any other Hulk I've met aside from Jennifer" Iceman said as he shot several ice shards at the gray brute.

"Let's just get this over with" Sunfire huffed as he took to the air and began to blast at the Hulk with beams of fire.

Kaine loaded up several of the more dangerous types of web fluid, acidic and incendiaries specifically, and began to shoot at the gray Hulk while Janet flew around him the size of her namesake and began to shoot the snarling beast in the eyes with her electrical blasts. The gray Hulk closed his eyes in pain and in hopes of stopping the miniaturized woman's attempts to blind it before it's legs were encased in ice, causing it to nearly stumble before it opened it's eyes in time to see a circular shield thrown right into it's face before two web lines hit it's shoulders and the Scarlet Spider pulled himself towards the surprised Hulk and slammed his feet into the shield just as it slammed into the Hulk's nose, breaking it.

" **GAAHHHHH!"** the gray hulk roared in pain as dark blood began to drip from it's nose while Kaine grabbed the shield with a web line and yanked it away as he kicked off the enraged gamma powerhouse.

"Well, he's angry, mission accomplished" Kaine said as he landed net to Beast who was in telepathic communication with Xavier.

"The last of the children have been moved to the various safe rooms in the school and the staff is dealing with the gun men inside" the large blue furred man said with a relived sigh "No one's been killed yet, thank heavens"

"Uh Hank, might wanna hold on thanking any sort of higher being or place with this guy still here!" Iceman shouted as he circled the gray Hulk and fired blast after ice blast into the towering creature's chest and back, trying to keep it unbalanced.

The grey Hulk gritted his teeth in anger as Iceman and Sunfire continued to blast him with their respective elements. His eyes glared holes into the two powerful mutants before the bony Hulk raised his arms into the air and contorted his hands into fists before he slammed them into the ground, upheaving the entire area and creating a small earthquake that shook the nearby Jean Grey School to it's foundations and caused many of the windows scattered throughout the building to crack or shatter completely.

"Whoa!" Iceman shouted as he leaped into the air and formed an ice slide to use to navigate around the chunks of flying earth while Sunfire flew higher into the sky but kept blasting the gray Hulk with concentrated blasts of heat energy.

The rest of the Unity squad did there best to avoid the flying debris, Scarlet Spider using a combination of his webs, spider-sense and reflexes, Janet shrinking down to half an inch and holding on to Kaine tightly, Captain America using his shield to defend himself, Beast using his own enhanced reflexes and agility to avoid the fatal chunks of earth and Wonder Man blasting the earth chunks with enough energy to safely dissipate them.

The gray Hulk watched as his attempt to disperse the Unity squad somewhat fail before he huffed in anger and prepared to attack before several bullets fired from a high powered rifle impacted against his face. The Hulk paused for a moment before turning around as more bullets pelted his from to see the source of gunfire was coming from Deadpool.

"BANG! BANG! BANG! BANG!" Deadpool shouted as he shot at the approaching Hulk with is rifle until the last round was fired.

Wade glanced down at the empty gun for a moment with a saddened face "Sorry Tilly, you were always my favorite!"

Deadpool then threw the weapon at the gray Hulk and watched as it harmlessly smacked the large being of rage and muscle in the face. The Hulk grabbed the weapon Wade threw at it and examined it with a curious expression before Wade suddenly pushed a small button on his belt, causing a beeping sound to emit from the rifle for a second before it exploded in a shower of fire, causing the Hulk to roar in anger.

"You placed a bomb in your rifle?" Kaine said as he landed next to Deadpool in a crouch.

"Yeah, I tried to make it like that cool pistol that Dredd used in the movies but couldn't get it to fit into my pistols soooo I went with Tilly… may she find everlasting peace in the great armory in the sky" Deadpool said in a mournful tone before he suddenly slapped Kaine on the back "Okay enough wallowing in misery, let's kick this inbred Joe Fix-it's ass back to whatever test tube he crawled out of!"

Wade then drew his two katanas and charged towards the snarling Hulk with a crazed yell while Iceman and Sunfire resumed their dual assault on the large brute.

"And here I thought Peter was joking when he said that guy was crazy" Kaine said with a shake of his head as Janet returned to her full size next to him with a bemused smirk on her face.

"You get used to him… sorta" Janet said as she checked to make sure her stingers were in working order before she prepared to join in the assault as Beast and Captain America began their own combined assault on the gray Hulk.

Kaine stared at Janet's stingers for a second before he spoke "How high of a voltage do those have?"

"Pretty high, why?" Janet asked with a quirked brow.

Kaine glanced back at the bone covered Hulk for a second before he pulled a white web cartridge from his suit's belt and placed it in his web suit's web shooter "When you get the chance, aim for the webs"

Janet nodded as she took to the skies while Kaine waited for an opening to be made against the gray Hulk.

The malevolent looking Hulk roared in rage as he was blasted in the face by multiple ice shards before several powerful blasts of heat energy fired from both Sunfire and Firestar hit him in the back, scorching his skin and causing him to stumble forward. The Hulk was about to retaliate before multiple web bullets impacted against his face and exploded, covering his face in web fluid. The Hulk grunted in annoyance as it tired to rip the webbing off as it began to seemingly dig into his eyes, mouth, ears and pours, causing the grey giant to growl in anger.

Kaine fired off several more of his newly minted web bombs before he saw Janet not too far behind the Hulk's head. He nodded at the founding Avenger and watched as she replied with a smirk before she aimed her fully charged bio blasts at the Hulk's web incrusted head.

"This will either stop him or just piss him off more… please stop him" Kaine said with a gulp as Janet unleashed a torrent of her bio blasts at the hulk's head, the electricity traveling through the web fluid and electrocuting the Hulk's head from the inside.

" **RAAAAAAAAGGGHHHH!"** the Hulk roared in pain as he fell to his knees, his body shaking with pain and rage as the inside of his head was electrocuted.

Steve saw this and gave the red and black cladded web slinger a nod of approval "Nice work Scarlet"

"Thanks cap!" Kaine said with a nod as he watched Iceman, Sunfire and Firstar continue to blast the Hulk with fire, ice and microwave energy, being mindful to avoid the head so to allow Janet to keep using Kaine's webbing as a conduit for her bio-electric blasts.

"This won't stop him" Beast said as he came to a stop next to Kaine and watched as the gray Hulk began to slowly rise through the triple element onslaught on his form.

"It's a Hulk, an ugly one, but a Hulk none the less. I'd be surprised if what I did, did stop him" Kaine said as he felt his spider-sense begin to tingle "Get ready, he's about to do something"

The gray Hulk finally climbed back to his feet before he reached up and with a growl ripped Kaine's webbing off, along with a few strips of burnt skin before he spread his arms apart, causing Janet to pale.

"Uh-oh, I know what's coming next, EVERYONE TAKE COVER!" the Wasp yelled as the Hulk slammed his hands together, creating a powerful shockwave that sent the Unity Squad and current X-men running for cover.

"So Scarlet, how do you like being an Avenger?" Janet said as she flew over to the dark minded spider and returned to her full size next to him, her uniform covered in tears and dirt.

"Honestly, not as nerve racking as Spider-man made it seem" Kaine said with a snort as he, Janet and beast had taken cover next to a column of uplifted earth.

"This might as well be a typical Friday for me" Beast said as he pulled out a small scanning device and aimed it at the gray Hulk to analyze its physiology "Hmm that's interesting, I'm picking up a large amount of metal in his body. Can't tell exactly what kind it is, the gamma radiation is hampering my devices efforts and it appears the metal is for some odd reason being held in small nanosized robots…"

"What for?" Kaine asked with a frown.

Janet cupped her chin at this "Maybe so the metal won't break or tear when whoever this guy is transforms or to keep his body from tearing itself apart when he reverts back… if he can that is"

"It's a distinct possibility, the only question now is, what kind of metal is it and what is its purpose" Beast said with a frown as the rest of the Unity Squad converged on their position along with Firestar, Deadpool who was now carrying a grenade launcher and-

"Kitty?" Kaine said in surprise at the longtime X-men "What are you doing out here?"

"Keeping that thing over there from destroying my school" Kitty said with a glare towards the gray Hulk.

Steve turned towards Beast as the blue furred scientist continued to analyze the mysterious Hulk "Anything you can tell us Beast?"

"It appears this Hulk has the same standard powers as Banner, only it seems his base level is stronger than Bruce's, though whether that can increase as he's angered remains to be seen. I've also detected an odd amount of some sort of metal in his body" Beast said with a frown "I have yet to identify it and its purpose"

"Trust me beast, we'll know soon enough" Iceman said with a snort as he formed a ball of ice as he stared at the gray mass of rage not too far away "Sucks we don't have Polaris with us, she could have been helpful"

"Indeed…" Beast said as he scanned the Hulk more as it slowly turned it's enrage face towards the mix team of Avengers and X-men before it did something that no one expected in a hundred years…

 **SNIKT!**

 **SNIKT!**

"You've gotta be fucking kidding me" Kitty paled as the grey Hulk brandished six metal claws erupting from his hands with a dark snarl.

"Oh my stars and garters… least we know what that metal was and what it's used for" Beast said with wide eyes before he winced at the roar of rage from the apparent Hulk Wolverine hybrid as it leaped at the Unity Squad.

"Scatter!" Steve yelled, and the Avengers quickly moved out of the way as the Hulkverine landed with a heavy thud, the ground underneath it's feet cracking before it sent a clawed swipe towards Kaine that he just barely avoided before Bobby swooped by on an ice slide and grabbed the spider themed man before pulling away from the approaching Hulkverine.

Firestar suddenly flew over him, blasting him with several beams of microwave energy while Deadpool fired off several grenades at the towering brute, engulfing the Hulk in a shower of heat and shrapnel.

" **GRRRR!"** the Hulkverine growled as it turned its attention towards Deadpool who continued to fire at the approaching Hulk.

"So, I have to ask, was Wolverine the mommy or Banner in whatever weird relationship they had to make this guy? Or was it Wolverine and She-Hulk? Red Hulk and Laura?" Deadpool said as he ran out of ammo for his grenade launcher and threw the now empty weapon at the Hulkverine.

The claw wielding Hulk saw this and growled in anger as he slashed the weapon with his claws, cutting it into several pieces before his legs were encased in ice.

" **RAAAAAAHHH!"** the Hulkverine yelled in outrage as it tore his leg from the ice before glaring at Bobby who smiled sheepishly at the enraged goliath.

"Uh surrender… please?" the longtime X-man said before the Hulkverine leaped at him and made to impale the ice powered mutant with his claws.

Bobby flinched at the sudden speed and actions of the Hulk and waited for the feeling of six Adamantium claws wielding by a Hulk of all beings to impale him… only to feel nothing.

"You can open your eyes now Bobby" Kitty's voice suddenly spoke up behind him, causing Boddy to crack an eye open to see the massive form of the Hulkverine standing before him with his arms extended outwards, the claws embedded in Bobby's torso and even into Kitty's.

The gray hulk looked at the two in confusion, it's claws were in them, but they weren't dead. There wasn't even any blood. The Hulk growled in anger as he pulled his claws out and began to try and cut the two Mutants down, only to watch as his claws flowed through the two harmlessly.

Bobby then glanced back at Kitty "Have I mentioned how much I love you?"

"Yes" Kitty said as she suddenly phased herself and Bobby into the ground and away from the confused Hulk before it roared in rage and began to slash at the ground to see if he could get them before he was blasted in the face by Firestar.

The Hulkverine growled in anger before it retracted a set of claws before reaching down and tearing a chunk of earth from the ground and threw it towards the heat energy wielding heroine.

"WHOA!" Firestar shouted as she flew below the chunk of ground the size of her torso.

The Hulkverine growled in anger at seeing he missed before he repeated the process several times, intent on hitting the flying woman.

"Uh, what's the plan Captain?" Firestar yelled as she ducked under another rock thrown at her by the Hulkverine.

Steve, who was standing a few meters away, scanned the Hulk sized Wolverine with a critical eye before he glanced at Sunfire, Firestar and Iceman.

"Sunfire, Firestar, Icemen, try to slow him down as best you can" Steve yelled before he scanned the area for Janet before he saw her flying towards him "Janet, keep that thing distracted, make it sure it can't get a fix on them. You know what to do and where to do it"

"On it cap!" Janet said before she shrunk down even further and raced off towards the Hulkverine as it was blasted by a combination of ice and fire from the three powerful mutants.

Steve than glanced at Hank who had just landed beside him "Any ideas Hank? Aside from trying to contact Thor or even Banner?"

The longtime X-men glanced at the enraged form of the Hulkverine as Bobby circled around it and blasted it repeatedly with ice shards while Sunfire and Firestar unleashed a torrent of heat energy at the grey behemoth, burning its skin and causing it to growl in pain as it's healing factor raced to fix the damage.

"I may have something that can deal with the Adamantium in it's body, but it's in my lab currently" Hank said as he glanced towards the First Avenger "It'll take me a few minutes to fetch it"

"Understood, we'll keep him busy" Steve said before he looked towards Scarlet Spider as Hank raced towards the school to get what he believed could help the Unity Squad win this fight "How much webbing do you have left?"

"Enough" Kaine replied with a shrug "Why?"

"Fast ball special?" Steve asked with a smirk as he held up his shield.

"Hell to the yes!" Kaine said with a grin under his mask as he made a thick line of webbing and pulled on it to test its elasticity before he nodded in approval and glanced at the red, white and blue cladded hero "Whenever your ready Cap!"

Kaine took a kneeling position and held his arms up and apart, allowing Steve to grab the thick line of webbing and begin to pull back until he was a good three meters from Kaine and the web line felt like it was about to snap with how tightly pulled it was.

"You ready Cap?" Kaine said as he could feel the burn in his arms starting to build.

Steve adjusted the grip on his shied; and position it in front of him and crouched slightly "Yes!"

Kaine nodded as he did his best to aim at the Hulkverine, after several seconds he nodded, and Steve loosened his stance and allowed the web line to sling shot him towards the claw wielding hulk at triple digit speeds. His shield in front of him as he did his best to pull his knees up to his chest and hold his arm across them to keep them in place.

' _Let's see how strong you are'_ Steve thought as he slammed into the back of the Hulkverine, causing it to fall forward and slam into the ground with a grunt. Steve landed in a roll and quickly put as much distance between him and the recovering Hulk.

His red eyes glared holes into Steve as he stood back up and raced after Steve with a roar. The super soldier narrowed his eyes at the approaching Hulk and threw his shield up just as the Hulkverine made to impale him with his claws. Steve felt his arms hake as the hulk put its full weight behind the blow. The Hulkverine roared in rage when it saw it's claws didn't even so much as scratch the shield before it's eyes were suddenly covered in a thick coating of web fluid.

" **RAAAAAAH!"** the Hulkverine roared in anger as it began to trash about wildly as Steve was pulled away by Kaine's web lines.

"Okay so a fast ball special didn't work, now what?" Kaine asked as Firestar, Heatwave and Iceman resumed their assault on the gray Hulk.

"Now, we see if we can put him to sleep" Steve said as he contacted Janet "Wasp, you in position yet?"

" _Uh yeah, but Steve, there's a slight problem"_ Janet responded.

"Where is she?" Kaine asked with a quizzical expression on his face.

"In the Hulk's head" Steve replied before he responded to Janet's report "What's the problem Jan?"

" _You know that bundle of nerves I usually zap to try and revert Hulk back to Banner?"_ Janet said followed by sounds of her shuffling inside the Hulkverine's ear canal _"Well it's here but uh…"_

"Jan, what is it?" Steve asked worriedly.

" _It's covered in those nanobots Beast picked up… and they've spread a thin malleable layer of Adamantium all over the nerves. My bio blasts ain't gonna do crap"_ Janet said with a frustrated sigh _"If I had Thor's raw power I could but…"_

"Understood, move to the secondary target" Steve said before he turned towards Kaine "Go and check on Beast, see if you can speed things up down there a little faster"

"Aye, aye Cap!" Kaine said as he rushed towards the Jean Grey school while Steve went to aid the rest of the Unity Squad in holding off the Hulkverine until Hank returned.

Kaine didn't make it within thirty feet of the school before gunfire suddenly erupted from one of the windows, causing the wall crawler to leap out of the way "Gee thanks for letting us know that there's still gun men inside Hank, would have really liked to have known that before I tired to storm a building still filled with them while out in the open like this!"

Kaine fired off several web bullets towards the flashes of gunfire as he used a combination of his enhanced reflexes and spider-sense to close the distance before he leaped through the window and rammed his fist into the first gun man he could reach.

"There's one…" Kaine said as he looked to see that there was at least nine more in front of him. He heard several safeties go off and several men shuffling up behind him. Kaine looked over his shoulder to see another four "Hmm, me all by my lonesome against the thirteen of you… how about I let you call that walking monstrosity in here, even the odds, for you"

"Shoot him!" one of the men yelled before Kaine moved in a blur and slammed his fist into the man's face, dislocating his jaw and sending him flying into the wall.

"Thanks for letting me know what you were going to do, makes reacting against you all the easier" Kaine snarked as he shot several web lines at several gun men's rifles and yanked them out of their hands, or in one case yanked the whole man towards him.

Kaine easily grabbed the man with one hand and lifted him over his head and threw him into two other men while the rest moved to get a better angle to shoot him without hitting their comrades. Kaine narrowed his eyes at the men and was about to move again before Wonder Man suddenly flew through the window and fired off several ion energy blasts at the gun men, their rifles specifically.

Kaine didn't stand by and watch the various armed men react, instead he moved as a red and black blur and delivered several bone breaking punches to the nearest gun men while the further ones received a thick coating of web fluid that glued them to the floor or walls. The final gun men made to grab is knife as Kaine approached him and had just grabbed the handle before Kaine grabbed the hand and squeezed.

 **KRRAK!**

"AHHHH!" the man yelled before Kaine cut him off with a blow to the gut, knocking the wind out of him and allowing him to slump to the floor.

"Ah quit your crying, it's just a few fractured fingers, nothing that can't be fixed by a few years of prison" Kaine said with a snort before he smacked the man in the back of the head with enough force to render the screaming man unconscious.

"You didn't have to be so brutal with him" Simon said as he landed on the ground with a look of disapproval on his face "You could have easily webbed him up in a cocoon"

"Yeah, well maybe Spider-man would have" Kaine said with a shrug as he quickly webbed up the other gun men "I'm not Spider-man"

"So I've noticed" Simon said with a frown.

"Yeah, and I've noticed that throughout this whole event, you haven't thrown a single punch, either at these guys or that walking abomination outside. You do realize that these guys are trying to kill a bunch of kids, right?" Kaine said as he eyed the powerful man before him.

"I took a vow to not resort to violence, to end these kinds of events with words, not with fists or energy blasts" Simon said as he looked down at Kaine.

"Oh… so what you're really saying is… you're not gonna lift a finger to save these kids?" Kaine said.

Simon's eyes narrowed at this "No, I'm just saying there's another way to solve this-"

"Wow, can't wait for Wanda to find out about this. The guy that says he loves her is willing to let innocent children die because he feels fighting to keep them safe isn't the right thing to do" Kaine interrupted the man with a sarcastic clap before he shook his head in disgust "Jeez, no wonder Maximoff doesn't want anything to do with your ass anymore, hell I can see why she picked the near emotionless robot with a genocidal maniac for a dad over you in the first place"

Simon glared at Kaine and was just about to respond to his comment when suddenly Iceman came crashing through the wall and landed before the two with a pained yelp.

"Ow…" Bobby groaned in pain as he picked himself up off the floor and looked to see that his body was covered in cracks "Damn, that thing hits hard"

"Well it is a Hulk with an apparent Adamantium skeleton, be surprised if it didn't feel like you were getting punched by a living earthquake on steroids" Kaine stated as he helped Bobby back up "The plain old regular gun tottering bad guys are dealt with in here no thanks to the glowing pussy hovering behind me"

"I disarmed them" Simon stated with a scowl towards the red and black clad man "Which I couldn't help but notice helped you take those men down faster and easier"

"And I couldn't help but notice that with your powers, you could have disarmed and disabled them in the span of a few milliseconds" Kaine retorted as he glanced back at Simon "And last time I checked, a man can still kill people so long as he's conscious and has full use of his body, which they did. So, if anything you only partially disarmed them"

"Okay you two, save the measuring contest until after we deal with the Hulkverine outside" Bobby said as he got in between the two.

"Why hold a contest, we all know I've got the bigger balls because I'm willing to actually go out there and actually fight. Now if you two need me, I'm gonna go find our team's resident scientist and find out what the hell is taking him so long getting whatever it is he needs to help beat the rampaging Hulkverine outside" Kaine said as he brushed past Simon and raced down the hall to where he hoped Beast's lab was.

' _If I remember things correctly, or well if Peter's memories are right, the elevator should be up ahead, on the right'_ Kaine thought as he passed by several dead gun men that looked like they were torn apart _'Hmm, something tells me that I should avoid the Wolverine clone chick while I'm here…'_

Bobby glanced at Simon for a second before he made his way back out the hole he made not too long ago on an ice slide. Simon didn't move for several moments as he glared at the ground before he took a deep calming breath before flying back out just in time to see the Hulkverine make a grab for Janet before she shrunk down to the size of a wasp and flew out of it's grasp before she unloaded several powerful energy blasts into it's face.

" **GAAHHH!"** it yelled more in annoyance then pain.

Janet backed away as the Hulkverine made a swipe at her "Uh guys, anyone got a line to Thor?"

"No, he blocked my number after I called him for the tenth time asking if he could hook me up with Sif" Deadpool said as he fired off several bullets into the Hulkverine's face.

Steve ducked under a chunk of earth thrown towards him before he saw the Hulkverine was on him, his claws held high as he made to stab Steve. The first Avenger was just barely able to get his shield up in time and deflect the Hulkverine's claws away from him and into the dirt by his feet. The Grey hulk blinked in surprise before it turned towards Steve just as he slammed his shield into the brute's face followed by a smack to the jaw that caused the malevolent Hulk to stumble back, more in surprise then pain before it growled at Steve with narrowed eyes.

The Hulkverine made to grab Steve before a beam of ion energy torched the ground between the two. Steve used this distraction to put some distance between himself and the Wolverine powered Hulk while said beast turned his sights towards a hovering Wonder Man.

The powerful human frowned at the Hulkverine as he held his hands up "I just want to talk, there's no reason to continue this fight"

" **RAAAAHHHHHHH!"** the Hulkverine shouted as he leaped towards Wonder Man with his claws at the ready.

Simon merely sighed as he flew out of the way and watched the Hulkverine sail past him and land on the ground with a heavy thud. Before the Hulkverine could move, Deadpool suddenly teleported in front of him with two pistols and fired off several shots into the gray Hulk's eyes, causing the several meter-tall brute to close his eyes in response.

"BANG! BANG! BANG! BANG! BANG! BAN-" Deadpool said before he was cut off by the Hulkverine grabbing him by the heal and hoisting him up until they were eye level with one another.

Deadpool made several muffled 'BANG' sounds as he kept firing into the gray giant's chest before the Hulkverine growled and sliced the mercenary in half at the waist, spilling his entrails and lower body on to the ground.

"HMMM!" Deadpool sounded before he was slammed into the ground "…Okay that hurt too…"

The Hulkverine growled at the man and was about to stomp on his body before Captain America's shield slammed into his face, causing the Hulk to flinch in surprise as the shield had bounced off his face and returned to where Steve was.

"Hey, over here!" Steve shouted, gaining the gray skinned Hulk's attention "That's right, over here big guy!"

" **RAAAAAA!"** the Hulk shouted as he charged towards Steve with his claws ready to skewer the World War two veteran.

Steve turned and began to sprint as fast as he could away from the towering mass of muscle, Adamantium and rage.

…

Today was not going too well for Hank McCoy as he took cover as several gun men who had somehow reached the lower levels of the school had pinned the blue furred X-men into a tight corner.

He was able to acquire the same device that was once used against Logan to break his nigh unbreakable Adamantium bones. Not with brute force, but rather the device manipulated the molecular structure of Logan's bones and separated them, softened the metal and molded it into a new arrangement which gave the illusion that the bones were broken.

All in all, it may be the only thing the Unity Squad and X-men had that could beat the Hulkverine currently fighting Beast's teammates upstairs aside from calling in the likes of Thor, the Green Hulk or even the Blue Marvel.

"Kill the mutie freak!" one of the gun men yelled as he and the rest of his men kept peppering Hank's location with bullet.

He just had to make it passed the crazed gun men that were slowly advancing on his cover-

"What the hell is that!?" one of the men yelled before he made a pained gurgling sound followed by the surprised yells of his comrades as they refocused their fire on the new arrival.

Hank risked a glance from his cover to see who had come to aid him and was surprised to see it was Laura…

A blood soaked, enraged Laura to be accurate.

"Oh my stars…" Hank whispered in shock as he watched Laura literally tear into the gun men with a savage ferocity he's only ever seen in Logan.

Laura let out an enraged yell as one of the gun was able to reload his assault rifle before he emptied the clip into the feral Mutant girl's chest cavity at point blank range. Blood, bone and bits of organ went flying as Laura stumbled back for a second before she looked up at the gun man with a dark scowl on her bloodied face.

The man let out a whimper as he backed away as Laura's chest began to heal with every step she took towards the cowering individual. It wasn't until the man had fallen to the ground and was covering his head while Laura stood above him, her claws ready to carve the man apart, that Beast stepped in by placing a hand on the young Mutant's shoulder.

"He's done, there's no need to go any further" Hank said in a low voice.

Laura's eyes snapped towards Hank's with surprise before they quickly narrowed in anger "He wouldn't give you or me the same mercy"

"Which is why we must be better than them" Hank responded before he nodded towards the whimpering man "Tell me Laura, would Logan approve of this?"

The genetically altered clone of Wolverine had no response as she stared down at the crying man. Every fiber of her being was telling her to tear the man apart for daring to attack her late father's school. To try and destroy everything the Wolverine fought to create and protect. Before she could say anything, a next of web suddenly cut off the man's whimpering, causing Laura and Hank to turn and see Kaine approaching them, his suit a little tattered and a patch of webbing on his left arm that was drenched with blood. Kaine nodded towards Hank before he looked at the ground at the various dead or dying gun men.

"Yeesh, what happened to these guys?" Kaine asked as he stepped over a severaed arm, still clutching the rifle in it's palm.

"I did" Laura said evenly as she stared at Kaine with a blank expression on her face.

Kaine turned towards Laura with a quirked head before he nodded "Oh…"

Hank's eyes bounced back and forth between Laura's still form and Kaine's own tense body before he stepped in between them and cleared his throat as he held up the device he believes can help stop the rampaging Hulkverine outside "Here, this might help us incapacitate the hybrid outside"

Kaine took the alien device from Hank's hands and gave it a quick once over "Where'd you get this?"

"It's from the planet of Sin, a world that's for all intents and purposes, one massive casino" Hank stated.

"Space Vegas?" Kaine snickered as he switched on the device, causing it to hum in response "Well I know where I'm going after this…"

"Do be aware that they don't handle cheaters very well" Hank said as he pointed towards the device in Kaine's hands "This device was used against Logan when he went there to, ahem, secure funds for the school"

"What'd it do? Make him smell nicer than some cheap bar filled with cigar smoke? Make him a few inches taller?" Kaine asked.

"It, for the lack of a better term, broke his Adamantium bones" Hank said plainly, causing Kaine's eyes to widen in surprise.

"Whoa…" Kaine said as he glanced down at the machine in his hands "Yeah, this should do it in helping take down the rampaging maniac outside"

"I dearly hope so" Hank said as the hallway shook from the force of the battle above them…

…

* * *

And done.

Next chapter, the battle against the Hulk-Wolverine Hybrid continues, meanwhile Jessica discovers she's being watched…


	17. Chapter 17

Answers to reviewers' questions or statements:

 **treyalexander63917** : I'm not really sure, apparently some time before Avengers Unity Squad after his stint as a half ass super villian and his 'Revengers' team.

 **Sakra95** : Yeah, seems people like the FF, Wolverine and Capatain America were the only ones in there time to really recoongnize Peter as a great hero. The others probably didnt realize it until years later when he either died or did something none of them could pull off even though the latter seems to be every other year.

 **Phenomenal Excelsior** : Yeah, guess the guy thinks that what works in fantasy land works in the real world.

 **cabrera1234** : A Hulk Wolverine hybrid.

 **coki13566** : Well from what I've seen of this 'Dark Starhawk', it dosent seem as powerful considering that Nova and his borther alone were able to beat it when the likes of someone with the Pheonix Force required an entire team of Avenegrs, X-men or both at the same time plus a few more to take it on whenever it cropped up.

 **Superstar Kid** : Yeah, Peter and Wanda's relationship will put a bad taste in Simon's mouth and create quite a bit of tension between the two, mainly on Simon's part. Peter will be just wondering what the hell is up Wonder Man's attitude, unaware that Kaine will be slipping that knife in deeper and twisting it because he can.

 **Gundamfreedom0** : It'll be a while until Peter gets full mastery of the Phoenix, like when the Incursions begin.

 **Hivedragon** : It was in the Wolverine and the X-men comics.

 **Mr unknow** : No, something worse.

 **alec-potter** : We'll be getting plenty of Peyer and Phoenix moments soon. Kaine's one of the main charcaters of this story, at least for the first half, ergo he gets his due screen time, don't like, don't read.

 **insaneauthor050701** : No, his temperature increases the angrier he gets, else he never would be able to remain conscioues after absrobing the likes of the power Cosmic or even the Ghost Rider's powers. Check your facts before throwing any kind of shade there pal.

 **Blaney** : Well get ready to shed more tears as this story goes on.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

* * *

"So, any word on Peter's progress?" Jessica Drew, aka Spider-woman, asked as she sat down next to Susan Storm while the matriarch of the Fantastic Four reviewed a few notes on a thesis she was working on.

"Slow" Susan said with a sigh "He's progressing, but not as fast as we hoped"

"Is the Phoenix giving him trouble or something?" Jessica asked with a frown.

Sue shook her head at this "No, I think Peter's just a little hesitant is all. I mean the last time he really started to dive into it's power he... well you know"

"Yeah..." Jessica said with a downcast expression as memories of what happened in Wakanda came to her mind.

Even now they were still rebuilding and according to T'Challa, it could be years until the damage from both the X-men's attack and the Dark Phoenix was fixed.

' _They're still finding bodies in the ruins of the capital'_ Jessica thought darkly _'And each one they do find is another case for Hill and SHIELD to build against Peter_ '

It was times like this that Jessica wished that Fury was still in charge. True the man in her opinion was only slightly more competent than Hill but at least he knew when to leave well enough alone.

"How's Carol holding up?" Sue said as she turned towards the dark haired woman "I haven't seen or heard of her much since Wakanda"

"She's..." Jessica was about to say 'doing alright' until the image of Carol's state entered her mind. After a few seconds, Jessica sighed and shook her head "She's really shaken up from the whole thing still. I mean she saw the guy she's been crushing on for over a year turn into a homicidal dark god of death and killed one of our friends in front of her"

Sue nodded at this before she turned back to her computer and looked at the paper with a frown before she sighed and shut down the terminal and leaned back in her chair and let out a sigh "Times like this where I wonder how the hell the world keeps spinning with all that's going on in it"

"Yeah, makes you think" Jessica said with a small grin before she adjusted herself in her chair "Hey Sue?"

"Yeah?" the Invisible woman said as she glanced at Jessica with curiosity.

"Do you think that Me and Carol can go visit Peter soon?" Jessica said a little nervously "I mean we haven't seem him since Wakanda, well awake that is, and I think he and Carol need to talk about what happened"

"What about you?" Sue questioned "Do you and he need to talk too?"

"Not really" Jessica said with a shrug "I mean what's there to say?"

"A lot I imagine" Sue said with a small smile.

"Well, maybe after he and Carol's talk" Jessica said with a snort before she glanced out the window with a worried expression "So, who else out there knows about Peter being the new Phoenix?"

"Doom probably, something tells me this wouldn't have flew under his radar" Sue said with a frown "As for out there in Space? The Shi'ar, defiantly. SWORD just spotted one of their scout ships at the edge of the system before they lost it"

Jessica's eyes widened at the name of the intergalactic empire "A scout ship?"

Sue nodded with a grave expression "And I have no doubt it's only a matter of time until they send something, or someone with more firepower to try and take Peter out. You know how they are with the Phoenix"

"Well, it did wipe out one of their planets with millions of people when Jean was it's host. There's no telling how many worlds the oversized bird took out on it's way to Earth that belonged to the Shi'ar" Jessica said with a sigh "Just can't seem to catch a break with them, huh?"

"I think their thinking the same thing about us" Sue said with a grim chuckle before she rubbed her temples "Why do I get the strangest feeling that things are going to get worse from here on out?"

"Cause Peter's 'Parker Luck' has been augmented by a Cosmic powerhouse... literally" Jessica said in a dry tone.

As the two women continued their conversation, they were unaware of a small drone hovering over the rooftop of a adjacent building, a small hammer symbol on it's side., a recording device sending a encrypted transmission back to it's operator.

...

When Kaine finally re-emerged from the Mansion, a part of him hoped that someway somehow the Unity squad had brought the Hulkverine down. Maybe someone like Thor or even the Green Hulk appeared to offer some much needed muscle to the fight. Instead he saw Deadpool being stabbed by the Hulkverine's claws before being tossed into Simon before the lumbering monster picked up a chunk of earth and threw it towards Iceman who had constructed a shield of ice to protect him, Kitty, Firestar, Janet and Captain America.

"What took you" a pained voice spoke up from behind Kaine, causing him to turn and see Sunfire climbing back to his feet, blood running down the side of his face.

"Sorry, got held up in the cafeteria by the guys that brought this thing here" Kaine said as he glanced back down at the device in his hands and flipped the switch that Beast said would turn it on and begin powering it up "Think you can keep big gray and ugly over there busy long enough for this thing to work?"

Sunfire nodded as he took a shaky step forward before he rose into the sky and rocketed towards the Hulkverine as Kaine got into position to hopefully take the Hulkverine out for good.

 _'I'm half tempted to see if we can call Peter to come and roast this mofo'_ Kaine thought with a snort before the image of Wolverine's skeleton raced through his mind ' _Uhh, maybe it'll be too soon to ask anything like that'_

Kaine was dragged out of his thoughts by the enraged yell of the Hulkverine as Sunfire was blasting at it with everything he had left him.

"Oh would you just shut up already?!" Kaine shouted as he heard the alien device 'bleep' before he blasted the Hulkverine with the molecular manipulation device, causing the Hulkverine to roar in agony as his Adamantium bones located in his arms and legs were 'broken' before his healing factor and the nanobots the metal is secreted from rushed to fix the damage.

The Hulkverine fell to his mangled knees, his left arm looking malformed as the bones and muscle inside raced to rearrange itself. His legs were a mess, the ankles and knees pointing in unnatural directions before the Adamantium coating the bones inside briefly receded so the actual bones could be 'popped' back into place and the torn skin healed up. The Hulk hybrid gritted his teeth in pain, his rage building as he glared up at Kaine with wide, furious eyes before he raised an arm and slammed it into the ground. Kaine's spider sense went off before the grey Hulk even lifted his limb and was already on the move, doing his best to avoid the chunks of earth being thrown into the air by the miniature earthquake the Wolverine equipped Hulk made.

' _Where's our Hulk? Hell I'll even take Thor or Sentry if he's still alive, anyone that can actually fight this guy that isn't a freakin pansy like that sorry excuse of an actor hovering nearby!'_ Kaine thought in annoyance as he landed in a crouch before making another jump as the Hulkverine, now back on it's feet slammed both arms into the ground again, upheaving even more earth around it.

The Hulkverine growled at the Scarlet Sider's efforts to evade him and was about to pounce on the man before Wonder Man suddenly landed in front of him with a stern look on his face, his hands glowing with ionic energy.

"Let's try this again… stop" the man said as he took a single step forward, the ground shaking from the force he used and the energy he was radiating.

The Hulkverine saw this and growled in a threatening tone, his claws at the ready to skewer the man as they maintained eye contact.

Kaine saw the Hulkverine was distracted and was about to fire off another round from the device in his hands, this time aiming for the Hulkverine's head when the large grey brute suddenly let loose a loud, ear piercing roar that caused everyone present on the battlefield to cover their ears in pain.

" **RAAHHHHHHHHH!"** the grey hulk bellowed as what looked like arcs of gamma energy raced across his body in a manner similar to the actual Green Hulk as it pulled his hands back.

"Oh shit" Kaine said before the Hulk slammed his hands together, creating a powerful shockwave that seemed to level the entire area, and sending Kaine flying back, his grip on the device lost as he was forced to protect his head from chunks of wood, stone and earth the size of his torso from hitting him.

Simon gritted his teeth as he struggled to maintain his position, creating a field of ionic energy around himself to deflect the chunk of earth from hitting him as he tried to search through the dust for signs of the grey Hulk.

' _Where did he go?'_ Simon thought before suddenly three large Adamantium claws emerged from the dust cloud, heading right for Wonder Man's head.

Simon narrowly avoided the deadly claws before he took a step back as the other three claws emerged from the dust cloud, along with their owner and began to swipe at the powerful man with animal like savagery.

' _Is there any trace of humanity in this thing?_ ' Simon thought as he ducked, evaded and blitzed around the Hulkverine's attempts to impale him.

The Hulkverine began to grow enraged as every attempt it made to kill the powerful superhuman before it was met with failure. He was simply too fast for the large grey muscle-bound brute to hit. This thought caused the Hulk hybrid to grit his teeth in rage before he let out an enraged yell at yet another failed attempt to stab Wonder Man before he was suddenly blinded by a thick coating of web that encompassed most of his head. The action caused Simon to pull back in slight surprise before Iceman raced passed him on an ice slide and began to shoot ice needles at the Hulkverine's legs. This caused the Hulkverine to fall to one knee before he was blasted in the back by Sunfire who raced over the claw wielding gamma irradiated being.

"Now you fall beast!" the mutant from the Land of the Rising Sun stated as he prepared to incinerate the Hulk before it grabbed a chunk of earth and threw it at the hovering mutant, forcing him to duck and allow the Hulkverine to rip the webbing off it's face with a grunt.

The Hulkverine growled at the sight of Sunfire and was about to engage the Mutant before Kaine suddenly blasted it again with the matter manipulator, breaking the massive being's arms and legs again before Sunfire unleashed a literal fire storm towards the wounded Hulk.

"BURN!" he shouted over the roar of his flames as the Hulk's skin and flesh burned under the high intensity flames.

 **"RRAAAAAGGGHHHH!** " the Hulkverine screamed in rage and pain before it was silenced by another blast from the molecular manipulator.

"Did we get him?" Iceman asked as he came to a stop next to Kaine who was still aiming the alien device towards the burning crater that the Hulkverine was in.

"Don't know" Kaine shrugged before he glanced at Simon's hovering form "Oy, go make yourself useful and see if he's down or not"

Simon glared in annoyance at Kaine while Bobby shook his head "Why do you have to antagonize him?"

"Cause I know he won't do anything" Kaine replied with a snort as he lowered the alien device in his hands as he watched Simon approach the crater while Sunfire cut off the flames he was attacking the Wolverine hybrid with.

Simon barley had a chance to look down before a massive charred body flew up from the crater and slammed it's Adamantium skeletal hand right into the man's face, knocking several teeth loose and sending the powerful hero flying into the school.

"Oh shit" Kaine paled as he quickly brought up the alien device to blast the Hulkverine with again before it did something unexpected.

It unsheathed a claw and then ripped it out of it's 'socket' and threw it right towards Kaine who was tackled out of the way by Iceman. However, the scarlet clad spider wasn't the Hulkverine's target, it was the alien device he was using. the Adamantium blade tore through the molecule manipulator with ease, sending sparks flying as the alien energies within ruptured and ignited in a small but powerful explosion that sent the nearby Kaine and Bobby flying in separate directions.

 _'Note to self, bring one of Peter's armored suits next time… or just re-enforce this one_ ' Kaine thought with a pained grunt as he felt his shoulder pop out of place while he skipped across the broken, uneven terrain before he came to a stop beside a large pair of gray feet that he knew didn't belong to Beast ' _Oh come on!'_

The Hulk growled at Kaine as the flesh on his arms began to heal at a rapid rate, causing the scarlet clad hero to gulp as the Hulkverine towered over him.

"Uhhh… want to be friends? You know, misunderstood clones with a bad attitude gotta stick together… hehehehehe, right?" Kaine chuckled nervously as the Hulkverine reared it's claws back, intent to drive them into Kaine's torso when he was suddenly pelted by several blasts of microwave energy fired from Firestar.

Kaine used this moment to leap away from the distracted brute before he could refocus on the clone of the Amazing Spider-man while Firestar flew circles around the enraged Hulkverine and continued her assault on his slightly burnt form. Several seconds into her barrage, the powerful mutant realized that she'd have to up the ante of her attack. With a heavy sigh she retreated a few meters higher up into the sky before she centered her sights on the glowing form of the Hulkverine. Her eyes narrowed as she raised her glowing hands towards the claw wielding brute as it looked like he was about to leap at her.

"You know buddy, all that metal inside you might make you tough…" Angelica said as the air around her began to heat up as her form glowed and burned hotter "But it also means I'll have something to help me burn your ass from the inside"

She then unleashed a wave of Microwave energy towards the Hulkverine just as he tired to leap at her with a roar. The force of the energy wave collided with the mutant hulk and slammed him back into the ground and began to burn his skin and the ground around him. The Hulkverine brought up his arms to protect his face only to growl in anger once he saw the metal of his claws begin to glow cherry red under the intense heat… before they started to burn his hands.

 **"GAAHHHH!"** the hulk shouted in rage as the intense burning sensation made it's way down into his wrist and began to travel up his arm towards the rest of his body.

Deadpool couldn't help but let out an impressed whistle as Firstar as she unleashed what could only be described as supernova mixed with a hell storm at the grey skinned Hulk "Man, that's hotter than the planned threesome I have in mind with Mini Mouse and Daisy Duck when I go to Disney"

Kaine, who had come to stand next to the infamous mercenary, glanced at Deadpool "Uh, what?"

"Oh nothing character that will never get a chance on the big screen if Sony being assholes have anything to say about it" Deadpool said as he reloaded his shotgun and charged towards the fight with a yell as he fired off several shots at the Hulkverine's horribly burnt face.

Kaine watched the man go for a second before he scratched the back of his head "No seriously, what the fuck?"

Before Kaine could think more on it he ducked as the Merc with a mouth flew over him with a pained yell before slamming painfully into the side of the school before falling through the heavily damaged wall and into the hallway on the other side. Kaine blinked at the hole the red and black cladded mercenary made before he felt his spider-sense flare up as the area around him darkened.

The Scarlet Spider looked over his shoulder and paled as he took in the large towering form of the Hulkverine, his burns slowly healing with bits of Adamantium coated bone, still glowing cherry hot red, exposed to the elements. Kaine gave the being of rage a sheepish smile before he shot several web bullets into its face, causing it to grunt in surprise before Kaine made to leap away as the Grey Hulk slammed his claws into the ground only for the red and black clad hero to vanish in a silver blur.

The Hulkverine blinked in surprise before it soon roared in rage at missing the spider powered man a second time **"RAHHHH!"**

Not too far away from the enraged weapon of mass destruction, a silver blur raced by again before it left a startled Kaine standing ten meters away from where the Hulkverine was with a strong case of motion sickness.

"What the hell…?" Kaine groaned as he lurched over and felt like he was about to vomit.

"Sorry about that, but I figured motion sickness is preferable to being crushed or stabbed to death" the silver blur said as it appeared in front of Kaine.

The Scarlet Spider looked up to see Quicksilver standing there with a small smirk on his face.

The twin brother of the Scarlet Witch held his hand out and nodded "Quicksilver, brother to the woman that your brother is apparently getting sticky with, nice to meet you"

"Uhhhh…" Kaine said before the Quicksilver suddenly pulled him to the ground as Wonder Man was sent flying over them with a pained yelp, having been punched by the Hulkverine not moments ago.

"Simon" Pietro said with a nod towards the man as he climbed back to his feet with a groan "Still down on your luck I see"

"Quicksilver" Simon growled out in annoyance and pain from the Hulkverine's hit.

The Speedster glanced at the Hulkverine with a raised brow "Who's he?"

"Hulkverine, the unholy love child of Hulk and Wolverine that no one asked for" Kaine said as he brushed some dust off his suit "Fucker's tough"

"They usually are" Pietro said with a nod as he saw Rogers rushing over to him with Iceman and Janet by his side. The son of Magneto gave the Patriotic hero a nod "Captain..."

"Nice to see you again Quicksilver" the nearly hundred year old man said with a relieved sigh.

"Please tell me you brought a Hulk with you" Iceman said as he looked around for signs of Bruce Banner's other half.

"Fraid not" Pietro said with a sheepish grin "I was actually here to talk with Scarlet Spider about something"

"About what?" Kaine asked with a frown under his mask.

"Our respective siblings" Pietro said in a bland tone, causing Kaine's brow to twitch.

"Son of a bitch... I'm out here getting my ass handed to me by some inbred looking Hulk and he's actually shacking it up with the Scarlet Witch?! Where the hell is the justice in that?!" Kaine asked no one in particular.

"There isn't any" Pietro said with a eye roll before his attention was dragged back to the roar of the Wolverine Hulk hybrid "So, any ideas on how to take him down?"

"We tried to use some alien thing to break the molecular bonds of his skeleton, see if that would work but..." Kaine glanced at the now destroyed alien device with dread "I got nothing"

"Maybe not..." Janet said as she eyed the Hulkverine with narrowed eyes before she glanced at Captain America's shield and then at Quicksilver "How fast can you run?"

"I've outran radio waves" the mutant replied with a shrug "Why?" Janet glanced at Steve before she held her hand out "Cap, may I see that for a second?"

Steve nodded as he unclasped his shield and handed it to Janet as she placed one of her regulators on it and had it shrink down to the size of a quarter before she grunted.

"Damn, this thing's heavy" she muttered before she handed it to Pietro who took it without complaint, already having an idea of what the longtime Avenger had in mind "Alright Pietro, this is what you need to do..."

…

The Hulkverine growled in rage as it pinned Simon to the ground, it claws raised over it's head as it prepared to drive them through Wonder Woman's head as the hero glared up at him defiantly. Sunfire was doing his best to try and distract the Hulk from his teammate but his attacks had lost much of their strength and he himself was barely still standing.

"Stupid monster... o-over here" Sunfire groaned in pain as he felt to his knees, struggling to keep conscious while the Hulkverine roared into Simon's face before it made to stab the man-

"Delivery!" a voice shouted up from behind the monstrous Hulk, causing it to turn just in time for something small to fly right into it's head traveling at over seventeen thousand miles per second while Quicksilver raced pass the Hulk too fast for it's eyes to track.

The Hulkverine only had a second to grunt in surprise as it's head snapped back tot he point that it's neck almost snapped and it's head was severed from it's body. Simon used this opportunity to escape from the Hulk's immediate vicinity as the large gray brute stood there for a second before it cell to the ground with a heavy 'thud. Quicksilver raced back around and came to a stop a few meters away from the downed brute as blood began to leak from the small hole in it's head. He reached down and grabbed the edge of the coin sized shield from the Hulk's head and tried to remove it but found the shield was too embedded in it's head.

"Uhh, a little help someone?" Pietro said as he tired to pry the shield out.

"I've got it" Simon said as he appeared at Pietro's side and grabbed the small disk and with little effort on his part, plucked it out of the Hulk's head, causing a small stream of blood to squirt out.

"Thanks" Pietro said as he made a face at the damage done to the Hulk's face now that he was up close.

He could see exposed adamantium in the wound before it was covered by the regrown flesh and skin of the Hulkverine. Simon clicked his tongue at the sight before he saw Firestar, Kitty and Steve approached and tossed the star spangled hero his iconic shield back.

"I believe this belongs to you" he said as Steve caught the shield and nodded while he placed a regulator he got from Janet on it and returned the legendary shield to it's natural size.

"Thank you..." Steve said before he frowned at the small crack along the edge of the shield that must have made contact with the Hulkverine's Adamantium skull while Pietro tapped his foot against the head of the now unconsciousness Hulkverine before he glanced at Steve.

"Well, now I know what it'd be like to throw a shield made of Vibrainium condensed down to the size of a coin while traveling at Mach twenty three into a skull made of Adamantium. We should do this again sometime" the speedster said with a smirk.

"Hopefully not too soon" the star-spangled banner wearing Avenger said with a tired grin as he placed his shield on his back and let the magnetic clamps set it in place.

"Uh not that we're not happy to see you Pietro, but why are you here exactly?" Firestar asked as she landed with a slight stumble before Kitty caught her.

"I was bored and wanted to make sure he stayed alive" Pietro said as he nodded towards Kaine who was busy having his shoulder popped back into place with Janet's help.

"Why's that?" Simon asked with curiosity.

"Because if he dies then Spider-man is likely to get all… and well if that happens then Wanda will probably get all… because their, you know…" Pietro said with a shrug before he suddenly appeared next to Kaine and gave the Scarlet Spider a pat on the head "Plus I've grown fond of the man in the three minutes and thirty seconds I've known him"

"Aww thanks Quicksilver, that means a lot to me" Kaine said before he let out a pained hiss as Janet helped popped his shoulder into place.

"There ya good, good as new, sort of" Janet said with a chuckle before she glanced at the downed Hulkverine "Soooo… what do we do with that guy?"

"We find out who sent him" Laura said as she stared at the large behemoth with a bank gaze before it darkened "And then we gut every last one of them for trying to destroy this school…"

Kaine snorted at this "Sounds good to me"

"We're not gutting anybody" Steve said with a sigh before he held up a hand to his ear piece "Stark, you there?"

" _Yeah cap, what's up?"_ Tony replied from his end, the sound of repulse blasts echoing in the back ground followed by sounds of gunfire.

"Everything alright Tony?" Steve asked with a frown.

" _What, oh yeah. Just AIM trying to steal my new suit of armor I was hoping to use for a long overdue vacation I had planned into space for a few weeks"_ Stark replied before several more repulse blasts went off _"So, what do you need?"_

"I need a transport strong enough to hold a Hulk" Steve said as he glanced at the unconscious living weapon of mass destruction "Mixed with a Wolverine"

Tony let out a low whistle at this _"Wow, what the hell did you catch Rogers?"_

"Honestly Tony, you wouldn't believe me until you saw it for yourself" Steve said with a tired sigh as he watched Scarlet Spider begin covering the Hulkverine in as much webbing as he possibly could while Iceman and Firestar watched, ready to start blasting at the Hulkverine with their respective elements should it try anything.

After a few seconds, Kitty suddenly placed her hand on Steve's shoulder and shook it slightly to get his attention. The near century year old man glanced towards Kitty with a curios expression on his slightly bruised face.

"Yes Miss Pryde?"

"Uh, can you come down to the medical ward in the school really quick?" Kitty asked a little nervously.

"Is something wrong?" Steve asked worriedly, causing Kitty to shake her head.

"No, at least I don't think so… it's just um…" Kitty trailed off as she tried to think of a way to explain what had happened before she let out a sigh "The Professor just told me that Cable, he uh, he woke up"

"Cable?" Steve said in surprise at the mentioning of the powerful time traveling Mutant's name "He's here?"

Kitty nodded "Yeah, he was brought here not long after… after what happened in Wakanda by Deadpool oddly enough. We've been monitoring him and according to the Professor and Beast, he just woke up a few minutes ago and is asking to talk with you about… well I guess about what's happened"

Steve nodded at this "Understood… maybe he can ask a few questions of my own while we're at it"

"Like if all of this…" Kitty gestured to the devastated grounds around them "Was supposed to happen?"

"Among other things" Steve said as he began to make his way to the school with Kitty leading the way.

Kaine watched them go before he turned towards Pietro "So, how far are they along?"

"I think I walked in on them before they were about to have sex" the speedster said with a sigh.

"Ah, so pretty far" Kaine said with a nod.

Janet couldn't help but smirk "Are all you Spiders that fast at getting a woman into a bed?"

"When we want" Kaine said as he glanced at Janet with a bemused look under his mask "Why?"

Janet's answer was to pull his mask up to his nose and crash her lips against his own...

…

* * *

And done.

Next chapter, Jessica and Carol arrive in K'un-Lun with Wanda's children, Wiccan and Speed...


End file.
